Champions Battle: The Showdown for Third Earth
by KaliAnn
Summary: As the Alliance prepares for the final battle Lion-O, Ocelata, and the other Thundercats must race against time and the elements to secure the final Stone of Power: The Mind Stone. Diving deep into the oceans with Mumm-Ra's forces hot on their tails can they recover the Stone and new allies in time for the the final fight? And if so, how will this final conflict end for all parties
1. Politcal Games

_Welcome to the final part of the Thundercat trilogy! It's been a great honor to write this story. I hope that this final chapter lives up to your expectations. Before you read this I have two announcements I would like to give. _

_One, I would be very happy if anyone who reads this would check the links on my profile about my book, _Battle for the Stars._ It's a fantastic book and I think many of you would enjoy reading it or buying it. Please support my writing by at least considering it. _

_Announcement two, I'm thinking about setting up a service to help out fellow fanfics writers for a commission. I would be happy to help proofread, edit, do a bit of ghost writing while giving suggestions and helping people with writer's block. Let me know what you think about this idea. _

In the week following the wedding of the Thundercat royals, it appeared that the first part of Ocelata's prophecy was coming true with their nuptial bliss lasting only a day. Once the party had ended the Alliance had convened a formal meeting to discuss the future of their union along with discussing the best method for defeating Mumm-Ra and the Ancient Spirits of Evil once and for all. At the moment the leaders of the different tribes were gathered in the Grand Council room in the city of El Dara with Master Chem. The rest of the Spellbinder Council was busy working to distribute the flow of purified manna across the planet while the majority of the tribes were out in the city stocking up on supplies and getting to really know one another. Everyone was anxious to find out what the next step in this war was going to be.

Lion-O was resisting the urge to bang his head on the table as he listened to the other leaders arguing once more about equalities and restitution for the different tribes. He had been voted the leader of the Alliance not only because he'd been the one to unite them in the previous battle, but because it had been confirmed that he was the Ancient Spirits of Good Champion. Only he could use the Stones of Power ultimate potential to end this millennium long conflict. The responsibility of being in charge of such a big group was overwhelming at times. He tried his best to be fair and not ask for more then the other tribes could give even though at times his patience nearly ran out. Age old conflicts and cultural differences were causing trust issues and causing tempers to get out of hand.

Ocelata placed a comforting hand on her husband's giving him a reassuring smile. She was the second in command of the Alliance and it was hard for her to diffuse the growing conflicts and keep the leaders from leaving the room. She was now wishing she had paid more attention to her sister Panthera when she was setting up the original Union. Having her skills as a diplomat would come in handy right about now. "Enough bickering, we need to come to a decision today about what direction our Alliance is going. Let us not forget it was our combined powers that helped win the battle for El Dara and prevented the creation of an evil set of Stones of Power for Mumm-Ra. I understand how in the heat of battle bonds can be forged, but it is up to all of us to keep those bonds from dissolving once the fighting has stopped."

"Well spoken Queen Ocelata especially since you were one of the people threatening the city and the world. Master Chem has vouched that you're healed from your conversion to evil, yet you still bare Mumm-Ra's mark. You are truly not free of him. How can we be so certain that you aren't reporting our meetings back to him so he can wipe us all out?" Mousette demanded. He and his tribe were still being ostracized for the actions of Rataro enslaving the cat race. Though they had proved their loyalty in battle many of the other tribes were still wary of them. So to boost his tribe's position he attacked the Cats.

"Mousette, we have been over this before. The Pools of Xanadu have healed Queen Ocelata. It's true that the darkness hasn't completely left her, but it's contained as long as she wears the Diadem of Prophecy. In fact; it's her link with Mumm-Ra that has helped keep tabs on him while we debate on what to do next," Master Chem responded sharply, but Ocelata shook her head.

"Master Chem, Mousette has every right to be concerned. It's true that I should be held under suspicion. If the evil starts to grow again and take me over his tribe's sharp senses would alert the rest of the Alliance so I can be contained before I become dangerous. Still I can tell my trust issues aren't the problem. Mousette, what grievances do you have with the rest of the Alliance members? Haven't we shown you our trust?"

"The Rats have contributed greatly and done our best to make up for the enslavement of the Cat race. Yet, you and the other tribes still treat us with disrespect and mistrust. We have offered our skills as expert survivors and spies only to be scorned at. Even the Vultures who are scavengers like us are given more power then we are!"

"That's not true! Both our kind are treated equally. Even anything you knowledge of surviving in the most inhospitable environments such as the swamps makes you more valuable. Then us! Its only because you refuse to work with other tribes that you're contributions aren't being taken seriously," Nanda shot back.

"Nanda is right. If you wish us to change our opinions on you prove it by your actions. In my culture standing up and showing your worth through battle and the ability to provide speaks loudly," Stoutland commented.

"Exactly, some tribes are contributing more then others. We Amazonians have already agreed to send a platoon of our sisters to watch the corpse walker's pyramid for signs of him attempting to escape. Lion-O, you have banished him back to his home, but for how long? History has shown us that as long as Mumm-Ra has his powers and the Ancient Spirits of Evil backing him up nothing can stop him from spreading chaos," Crysta said reminding the group of another issue.

"She speaks the truth Lion-O. Mumm-Ra's evil spirit is seeking for a way to bring us harm. We Elephants can sense that the Spirits of Evil renewed their bargain with him. Not only has he regained his immortality, but his power has grown. The Stones of Power can only hold him for so long," Anil said.

"Not to mention he's got a whole army behind him. With his magical resources and amount of war tech while he holds the Sword of Plundar he's all but invincible. The Lizards are to frighten of him not to obey his orders. Even if Frilla and I were to go to our settlements trying to convince them to stand up and fight against him there's no guarantee they'd listen. We've seen first hand what he can do when he's locked up and if he should be freed again what will happen to us? Can you promise the survival of our tribe? Especially, since the dogs were unable to keep Slythe and the other generals prisoners. It doesn't exactly inspire confidence when you can't hold on to three chained generals," Gela hissed.

"Is that a challenge? I lost two of my best men trying to recapture those beasts! The Dogs committed more then half of our resources to keeping them locked up instead of sending them back to our city to be dealt with in the Pit. We agreed to abide by rules against killing prisoners and look where it's got us!" Dobo barked.

"Why are we arguing about this when it's a moot point? We should be committing our resources to wiping Mumm-Ra out. We understand that he's dangerous, but at the moment he's vulnerable to attack. We could weaken him further. At the very least we should find the last Stone of Power and use to ensure our survival!" Fishman argued.

"Finding the final Stone of Power is not easy. The Book of Omens has yet to reveal its location and I've attempted to use Sight Beyond Sight only to be blocked. I assure you finding the final Stone is a priority," Lion-O told the group.

"Robobear Berbils trust Lion-O. We love him and Ocelata. We want to help the Alliance out," Robobear Bill intoned.

"That's swell, but we still haven't come to an agreement on how much resources each tribe should commit to this or what help we can expect from the other members. The cats don't even have a proper home right now and if we commit Spellbinders to helping the recover and rebuild we waste precious time and resources that could be better spent. We need to secure more members so that we can provide food, weapons, aid and anything else we need before we think about finding the last Stone of Power or defeating Mumm-Ra. We should be sending envoys out to the other tribes convincing them to align with us instead of Mumm-Ra," Mousette argued once again. "I, for one, want assurance of better homes for our tribe once this fight is over. At the moment we could do with a steady supply of food and comfort."

"How can you think about spoils of war when so many are suffering now? Do you expect to bribe tribes into joining us?" Crysta stated incredulously. "How can you be so selfish at a time like this?"

"It is not selfish, but self preservation for his kind that he is worried about young Amazonian. All three of these ideas are important. We do need more allies and should figure out how to divide up the responsibilities of our tribes. The people of El Dara are willing to commit much to help ensure that the threat of Mumm-Ra is permanently solved, but we can't think about that or future rewards without the Mind Stone," Master Chem spoke up.

"He's right and at the moment we're so angry and upset we can't think straight. Our emotions are getting to us leaving us unable to act rationally. The bottom line is we wall want what's best for our tribes, but we need to start thinking about what's best for our unified front if we are to have a future. Our ancestors both on Animala and when we first landed were able to create a union that weather many troubles. We need to stand united or we'll die," Lion-O informed the group.

"We understand that there is still much work to be done. It's going to take a lot of time and patience to overcome grudges, cultural differences, and our fears, but we need to remember why we forged this Alliance in the first place. To ensure the survival of not only the Animal tribes, to renew our promise to the natives of Third Earth and keeping this planet from falling into the clutches of evil. I suggest we take a break and use this night to think of what we all want, what would best benefit the entire group. We'll reconvene tomorrow and make our plans. Agreed?" Ocelata asked. The heads of the council nodded. "Then this meeting is adjourned until nine am tomorrow. See you then."

Both royals were both physically and mentally exhausted as they headed back to their guest chambers. It felt like very little had been accomplished today and they hoping for a chance to rest and have a small respite before having to deal with anything else. However when they arrived at the guest chambers the others were there waiting for them. The kittens raced over to hug Ocelata and Snarf gave Lion-O his own welcome. The kittens helped seat their leaders who sank into the comfortable couch and accepted the cold juice and sandwiches offered by Tygra and Cheetara.

"Long day I take it?" Tygra asked.

"You have no idea. It seems that any decisions we make take hours to decide upon and even then it feels like no one is happy. The bonds we formed during our battle are fraying and I'm worried that the Alliance will fall apart completely. The only way we are going to end the threat to our world is if we unite against our common enemy. Why can't they see that?" Lion-O responded.

"The tribes do see it Lion-O, they're just scared and worried about what's going to happen to them. You have to remember that since the Great Divide our peoples have had very few positive encounters with one another since then. Going back to the beginning of this conflict we've had longer periods of strife and war then peace and cooperation. You're just going to have to stay strong and have open ears and mind if you want this Alliance to work," Cheetara informed him.

"Don't worry so much about being perfect little brother and don't forget you're not alone in this. We're all here to help you. We've been working to help spread the truth about what really happened all those centuries ago. It's a long process and many are resistant when it comes working with other tribes and learning that we aren't the best, but I have faith that we can eventually change their mind."

"We've been helping out to. We've been working really hard to make sure all the tribes are interacting with one another. Showing that each tribe has something unique to offer the others is helping to form friendships," WilyKat explained.

"It's also fun to spend time with other species and learn more about them. We love finding commonalities and it helps that the Spellbinders are working with us to provide everyone with the supplies and food we needed. We've broken up a few fights between the tribes; mostly Cats and Dogs or Rats. Its hard work, but its going to be worth it in the end if it means this war is over right?" WilyKit asked.

"She's right you know and whenever you're ready to search for that final Stone the Thundertank will be ready. I've finished with the repairs and I've upgraded the weapons system and even integrated some of the El Darians magic into her. I've been talking with some of the other metalworkers from the Weasels tribe and they think they've come up with some new transporter designs we can use to create vehicles for all the different tribes. It will take some time to build them, but I have confidence we'll finish them."

"Thank you, all of you have been great at helping me this past week. Without your help I don't know if I could handle all the responsibilities I have by myself. I worry that I'm not going to live up to everyone's expectations. So many people are counting on me to protect us from Mumm-Ra and the Ancient Spirits of Evil. What if I fail or our people are enslaved again? The other tribes have suffered so much under our kind's arrogance. I need to make it up for them? This is the hardest thing I have ever done. I don't know if I can do this," Lion-O told the others sadly. He was looking at his sword and gauntlet staring at the Stones of Power willing them to help give him the strength to deal with everything that was going on.

"Oh Lion-O, I know that this is a lot of responsibility for one person to deal with, it's more then any person should have to deal with. It can't be easy being the King of the Cats along with your added duties to the Council and being the Champion. It's not fair either that I'm linked to Mumm-Ra or have to worry about what keeping the evil inside me contained. I also have more responsibilities then I'm wondering if I can handle. Being Queen and trying to use the powers of the Diadem to help end this conflict can be very draining. It's not fair what's going on, but it's what is."

"I wish I had your confidence. Each day at the Alliance Council meetings is a struggle to get anything accomplished. All we seem to do is argue and it takes us hours to come to a consensus about what we want to do. I've seen your memories of Panthera and Leo. They seem to get anyone to listen to what they have to say and go with what they wanted. I want to bring back that same unity that helped our ancestors survive after the crash. To rebuild the relationships that were damaged during the long years in space after Mumm-Ra forced us to abandon our ancestral home. I just don't have the same charisma and skills Leo had."

"Lion-O, the game of politics is arduous one that takes time to learn how to play. It takes even longer to develop the art of diplomacy so that you can negotiate and compromise on your ideas so they benefit the whole. We have to stand strong on our position and be ready to adamantly defend our choices. At the same time we have to keep an open mind so that we are flexible when it comes to the needs of others. We're both doing the best we can. It may not seem like much right now, but in the end it will be worth it."

"You should listen to your wife Lion-O. I know I always said I would make a better king and champion, but I can't think of anyone right now that I would put my faith in other then you. Don't quail when you're so close to victory. You've accomplished so much in such a short time. I know our parents would have been proud of you."

"Hey Ocelata, have you figured out what that prophecy you gave means? "_The bliss of marriage is short lived as the underwater city sings for help. The tribes' unity grows stronger, yet the dark one still holds the power of destruction. Four shall become one."" _ Why are prophecies always in riddles? It makes understanding them so much harder," WilyKit said scrunching up her nose.

"If they weren't hard to understand then they wouldn't be prophecies sis. Predicting the future is hard. If it was easy to do then everyone could do it."

"Snarf roaw!"

"It's obvious the part about the wedded bliss refers to your marriage, but the rest is a puzzle. I've never heard of an underwater city. Does the rest of the prophecy mean the Alliance will become truly unified against Mumm-Ra? What does the last line mean? I wish Jaga was here, he'd be able to figure out what the prophecy means," Cheetara mentioned to the group.

"I hate all this mumbo jumbo. Give me a real threat to battle against any day. You know what I think we could all use a break. Anyone else up to getting a hot meal right about now? I know I'm looking forward to whatever meal the El Darians have prepared as long as its meat. I don't think I can stand having candy fruit again." The group nodded and they all went to dinner together.

That night, Lion-O was sleeping restlessly. He was rolling all around the bed trying not to disturb Ocelata. The night diapason filtered in through his window stirring his already active mind. He kept worrying about tomorrow's meeting wondering if anything would be accomplished. His thoughts also turned to his people, knowing that soon they'd be returning home to start rebuilding Thundera. Many of them wanted to stay and fight, but they weren't in the best of health. The best way they could contribute to the Alliance would be to find out if any of their farmlands still had fresh food for them to eat. Perhaps there were also weapons, medicine, and extra supplies in the rubble that could be distributed evenly. Knowing that sleep wasn't an option he flicked on the light on the end table taking out the Diary hoping to make sense of the entries on the last Stone of Power: the Mind Stone also known as the Elemental Stone.

"This Diary is giving me a headache. I can't even begin to translate the text on the Mind Stone. What kind of writing is this?" Lion-O grumbled.

"Lion-O, its late you should be getting some rest. What do you hope to learn from the Diary that can't wait until morning?" Ocelata questioned him rubbing the sleep out of her eyes. She wrapped her arms around him and looked at the pages. "Trying to learn more about the Mind Stone I take it?"

"Any information we can gleam can help us secure the Stone easily. I also think the Council should be made aware of the potential power it wields. I need to assure the Alliance members that I would never abuse the powers of the Stones; in fact I plan to share them somehow."

"I think that's noble of you. It's a generous gift that should win over many members. If I recall correctly the Mind Stone fed on the intellectual curiosity of the people near it. I know that it's supposed to increase intelligence, it's even rumored to give the bearer mind reading abilities."

"So why is it nicknamed the Elemental Stone?"

"It increases your minds ability so much that people start forming connections to the twelve elements in the world. They literally are able to manipulate them using their mind alone. I never saw Mumm-Ra use the Stone's abilities to its fullest, but he did punish many slaves with fire and lightning blasts from the Stone. We need to recover it before he breaks free of his banishment or employs others to do his dirty work. It wouldn't take much convincing for people like the Duelist or Conquistador to do his dirty work. We can explore these possibilities tomorrow. Right now, lets get some sleep," Ocelata told him. She kissed him and drew him back to the bed so they could sleep together

The next day the Council Meeting was much the same. It seemed the nightly rest hadn't helped tempers at all. The Alliance was in danger of losing everything they had worked for possibly breaking up when Lion-O decided to take a firm hand and lead these political games in the right direction.

"Enough bickering we can't be divided by our petty differences any longer. We are fighting for our right to be free, to reclaim our cultures and lives before they were stolen. We must let go of the past and live in the present. Only by taking action now can we hope to have a future worth living in. I promise you I will never abuse the powers of the Stones. I will gladly share each of them with all the tribes just as their powers once protected and aided us on Animala. I'm sure even the humanoids gathered here today could help ensure equality amongst us all. You elected me to be the leader of the Alliance Council and put your faith in me as your Champion. Allow me to show you those choices weren't wrong."

"Lion-O speaks the truth. His rhetoric is sound and I for one believe that if our ancestors could form a perfect union then why not us? My Diadem of Prophecy has forewarned us to the need to stand unite. I have lived through the horrors of Mumm-Ra and his masters. If we don't pull together our lives will be worse then death. Now we need to make some tough decisions today. Who are we sending on these envoy teams to ask for help? What kind of resources are the tribes willing to commit and how will we share duties of helping us forge an army to stand up to the evil? Who is willing to stand guard around the Dark Pyramid making sure that Mumm-Ra stays contained and warn us if he breaks free?" Ocelata proclaimed to the group. Her passion and commitment to the cause was inspiring. It helped win over the Leaders who started discussing the ways they could work together.

In the end the Council came to a decision. A group consisting of a couple Amazonian warriors, some Spellbinders and the Fishmen would be the ones patrolling the Dark Pyramid keeping an eye on things. Other tribes were committing supplies, medicines, and food to the Alliance while agreeing to teach others how to fight. The Berbils and Vultures were eager to help restore the tech to even the odds. Other members of the tribes were forming small groups to act as envoys going all over Third Earth convincing the other tribes to join their cause.

Once that had been decided Lion-O and Ocelata brought out the Book of Omens on a portable tracker. With everyone's eyes on them they activated the tracking function to find the last Stone of Power. The leaders were nearly blinded by the red light as it filled the room. After a few seconds it shot out of the window heading towards the coast.

"Lion-O; quick use Sight beyond Sight to see where it's going!" Ocelata urged.

Lion-O drew the Sword of Omens to its full length and activated Sight beyond Sight. His vision was blurry for a few seconds as he concentrated on the beam watching it as it went past the coast and disappeared into the ocean. He tried to stay with it and caught a glimpse of a glass dome before the vision faded. He turned to the group and spoke. "My vision has shone that final stone is somewhere in the vast ocean."

"Makes sense, my prophecy did stay that the underwater city would be crying for help," Ocelata pointed out biting her lip.

"How can they're be a city underwater? Do you have the slightest idea _where_ in the ocean it is exactly? How are you even going to get there?" Mousette questioned.

"There have been tales as well as documented evidence of animal tribes living in the ocean from many different sources. Since most major tech hasn't been used in centuries its not surprising animal tribes in the water have gone undetected," Dobo replied.

"Sharks, Dolphins, other marine life forms could be using the Mind Stone to help them construct and run their city. It would be very difficult, but not impossible to build a functioning city underwater," Nanda added.

"So how is your small team going to pinpoint the Stone's exact location and retrieve it? The Thundertank can't function underwater and none us could survive the pressure without some sort of transport. I could study the magic archives, but I doubt there is a spell we could use to make it easier for you to travel underwater; especially with the mana still recovering," Master Chem explained.

"We Berbils will build Thundercat's a sub. We'll make sure it can withstand the pressure and so you can still breathe. It will take some time, but soon you will be traveling the seas," Robobear Bill assured him.

"Thank you, I'm sure Panthro will be eager to help. Until were ready to launch I will continue to help my people recover and work with this Council towards are goals. This millennium conflict will come to an end. I swear by Thundera that I will defeat Mumm-Ra and the Ancient Spirits of Evil once and for all!"

Everyone cheered in agreement. It was a momentous occasion to see all the different tribes, both animals and humanoids, of Third Earth come together for a common goal. The bonds forged today would decide the future for everyone involved. They could only hope the royals could keep their promise for it would be a very bleak future if they failed.


	2. Background

In the heart of the Black Pyramid, standing among the statues of the Ancient Spirits of Evil, Mumm-Ra was using his Viewing Portal to keep an eye on the Alliance. It burned him to no end to see the weakling animal tribes and the pitiful humanoids thought they could defeat him. Him! The Champion of the Ancient Spirits of Evil, the rightful master of the Stones of Power, and the visionary for the future of Third Earth; who were they to believe that they could stand up against him?

"Those fools think that they have the upper hand in this fight. A single battle won and they believe that war is over. I won't be banished into this forsaken pyramid for very long. The power of the Diadem of Prophecy is great, but my magic is stronger! Soon, I will be free of this so called prison and reclaim the Elemental Stone! With its powers I shall take back the others and fulfill the will of the Ancient Spirits of Evil!"

"Its good to know that you remember who your Masters are Mumm-Ra. Don't forget just as we have renewed our bargain with you doesn't mean we can't undo it. You have greatly disappointed us as of late. We gave you immortality and darkest magic, yet you couldn't slay the Champion of Good or prevented the loss of our Priestess!" One of the Ancient Spirits of Evil pointed out angrily.

"Fear not my Masters; it is only a temporary setback. As soon as all four Stones of Power are together I will swoop in and claim them for myself. The Sword of Omens and Claw Shield are no match for the might of the Sword and Gauntlet of Plundar. Lion-O is nothing without the Stones. I shall take great pleasure in ending his miserable life."

"What of our Priestess? Without her connection to Stones and her Diadem we can't crossover from our plane into this world. She alone has the ability to overcome our counterpart's barrier preventing our glorious return. Why hasn't the evil inside her consumed her? We can sense it still inside her body. You have a direct connection to this girl yet you haven't done anything about it! Why not? Don't you desire this female for your own?" the second Ancient Spirit of Evil questioned. They were all aware of the twisted desire and lust for the pretty ocelot. Just as Mumm-Ra had wanted her ancestress Oceta for himself he wanted, no, needed to posses Ocelata for himself.

"Forgive me my Masters; it wasn't my intentions to keep you waiting. It seems that my connection to Ocelata is being blocked by the power of her Diadem. Its powers are keeping the evil inside her contained. I have been using my strongest magic to reopen my connection to influence her, but her mind is formidable countering all my efforts. All my attempts to free the evil inside her, to influence her return to winning side haven't yielded any results yet."

"Clearly we have underestimated her ability to resist us, but her efforts are pointless. With each mental assault her mind grows weaker. As soon as her focus lapses we order you to overwhelm her with your powers. Once the evil takes root again not even the Champion and his Alliance will be able to cure her. She will truly belong to us forever," the third Spirit intoned.

"Until you can reclaim our property what efforts have you been making to prepare this world for us? You've destroyed the Cats home and you have enslaved the Lizards once more to what end? The tribes have come together once more to challenge us. They grow stronger each day. Even now they are heading towards the Black Pyramid to enforce this insufferable banishment. What is to stop them from destroying the Black Pyramid?" the final Spirit demanded. The Black Pyramid was more then just a space craft that the slaves had been forced to create. The heart of this pyramid was actually a gateway to the realm of the Spirits. At the moment all they could do was speak through their statues or appear in vision. That would change once all the pieces were in play to perform the ritual giving them direct access to Third Earth and this universe once more.

"The animals are too fearful to attempt such an endeavor. The stories told by their ancestors of their imprisonment have made them cowardly. Even if they were to attempt a siege of this place, they would soon find themselves locked away once more. The Black Pyramid's defenses are potent; they are able to channel my magic through every part of this Pyramid and even send attacks out into the desert. The weapons here are set to kill and soon I will amass a new army, one of great strength and cunning, to assist in the takeover of this planet. I may be banished yet I still have ways of recruiting those with darkness in their hearts to our cause. This Viewing Portal has shown me many new generals and foot soldiers we can make use of," Mumm-Ra told them. He fed some of his magic into the portal watching the images shift and change.

Images of the Duelist stealing new swords and leaving his foes near death appeared. The image changed again showing monstrous troll like beings ransacking a village of peaceful rabbits. The Conquistador was selling more slaves to the underworld turning a greedy profit. The images came faster and faster showing the most evil beings on Third Earth. The statues eyes lit up clearly pleased by these new candidates for their cause. They spoke as one to their champion. "These new generals should work well with the monster beasts the Priestess raised. Do whatever it takes to convince them to join us. If they refuse, strip them of their free will and force them to do our bidding."

"As you wish my dear Masters. I promise that very soon you will be free to once again terrorize and manipulate the universe. The Ancient Spirits of Good will be exterminated and their Champion killed by my own Sword of Plundar. Evil shall reign supreme ha ha ha ha!" Mumm-Ra's dark laughter was joined in by the Ancient Spirits of Evil. As darkness fell on Third Earth beams of red light shot into the sky causing storms to brew becoming a prelude to coming of war. The inhabitants of the planet shivered as the darkness swept across the planet praying to whatever gods they believed in that this wouldn't be the end of their lives.

In the distant plane of the spirits those of good watched from a distance as their evil counterparts communed with their dark champion. It unsettled them to no end that they had renewed their dark pact with Mumm-Ra. Their champion was now twice as strong and his lustful desire to possess the girl as his own was twisted. It was true Ocelata was the key to deciding the fate of these out of control hostilities. It had been their hope that the Pools of Xanadu would heal her body stripping it of any dark influence. Sadly that had not been the case. Not even their liaison's power was enough to lift the curse the Ancient Spirits of Evil had cast upon her.

For too long this war between the two Spirit races had spilled into the other planes, drawing in innocent races into a war that wasn't theirs. Too many worlds had been lost as the Spirits of Evil stole their energies to harm them. Each time the Spirits of Good had intervened giving the tools the races needed to expel the dimensional interlopers from their planet. Sometimes the planets won coming up with ways to permanently keep both Spirit races from returning. Others were destroyed by internal conflict sparked by their presences. Only one world, the planet of Animala, had managed to expel the Ancient Spirits for a time only to be betrayed by one of their own bringing back the chaos and darkness so many had fought against.

"This is beyond frustrating. For far to long, this war has raged without any signs of drawing to a close. I thought that once we had purged the evil from Animala they wouldn't be drawn into this fight anymore. Our gifts should have been able to prevent the Spirits of Evil from returning to that peaceful planet," Rhiannon told her fellow spirits. The other three females nodded in agreement knowing that she was right.

Amaterasu was the most concerned about these turn of events. Eons ago the Spirit race had stood united for centuries. They had lived content lives pursuing humanitarian goals and living in harmony with the worlds around them. The spirits had inspired and aided civilizations in the lower planes in achieving enlightenment, sustained by mix of spiritual and mystical energies. The leading body deemed it irresponsible and unethical to portray themselves as gods and forcefully take from the beings of lower planes. All members of their kind had abidance by these rules. Then three eons a small faction of the leading party had broken away disregarding these rules forcefully taking what they wanted and promoting violence and destruction. A civil war had broken out with many of the ordinary citizens getting caught in the middle. Throughout the ages the battle had spilled into the other parts of the universe involving innocent races. The Ancient Spirits had done all they could to preserve the lives caught up in their fight.

Animala had been the turning point because of it being located in the epicenter of energies with such a diverse group of individuals. They had given these people a guide to creating items of power, choosing a champion to wield their gift. They hadn't realized the Spirits of Evil would choose their own champion and the final days of war would be fought through these champions on the distant planet of Third Earth.

Amaterasu broke her silence and spoke up. "We cannot allow this war to continue any longer. Too many lives have been ruined. Entire galaxies have been wiped out and our people are on the verge of extinction from fighting to maintain our realm from collapsing on its self. The events of Third Earth have accelerated the final resolution. Our counterparts have made it quite clear that they will do anything to defeat us once and for all. If they and their champion succeed all will be lost."

"I agree they have crossed the line for the final time torturing the young priestess and infecting her with their diseased souls. They must be driven out of the lower planes and contained in a prison of our making for all time. I have faith in our Champion Lion-O and his mate, Queen Ocelata to use the gifts they have been given to win. Lion-O has already proven that he has a pure soul and that he is above being corrupted by the allure of power. Ocelata earned her second chance doing everything in her power to make up for her past mistakes. Her ability to learn and grow gives me hope they can defeat the dark champion Mumm-Ra," Hebe speaking with such sententious inflictions the others knew she was serious.

"Are they really up to the challenge? True, the have finally united the people of Third Earth, but for how long? Beings of lower planes are not known to work harmoniously for long periods of time. With their worlds energies tampered with is their will alone enough to stand up for themselves? I think that we need to question our liaison about her most recent trip to Third Earth. Her insights will help us decide how to best help our Champion when he finally confronts the evil counterpart. Where is Pumyra right now?" Isis looked over the meeting hall, but couldn't locate the she cat. "Has anyone seen Pumyra today?"

"She's in her chambers resting. Her most recent journey triggered memories of her last days on Animal and what happened to her world after Mumm-Ra finished enslaving her people. I'll send a message to fetch her," Hebe replied. She turned to a servant and asked them to collect the puma and bring her to the four of them as fast as he could.

Pumyra was lying on her canopy bed fingering a small photo constructed from her memories. It showed a beautiful young female ocelot in light pink robes hugging Pumyra, who wore a simple white tunic with bronze trim. The girls were laughing happily, neither knowing in few short days they'd be betrayed by someone who their community put their faith in. "Oh Oceta, if only we knew what would happen next maybe we could have stopped Mufaska from unleashing his great evil." A single tear slid down her face. Hearing the messenger at the door she replaced the picture on the nightstand and hurried to meet with her masters. The memory of her last real conversation with her friend bubbled up in her mind as she marched towards the inner sanctum.

_It was picturesque spring day in the small community known as the Sanctuary of Peace. The perfume scent from the blossoming trees and taste of sweet nectar was on everyone lips. The mages were entertaining the children, their laughter filling the air. In the distance the Temple of the Spirits marble sparkled under sunlight. The Priesthood of Peace was discussing new ways to distribute the Stones of Power live giving gifts to the different tribes. _

_The mages, whose magic protected and defended the tribes, were speaking quietly to the priests and priestess about their concerns for one of their initiates. They feared that he was being tempted by their ancient foe, but had no solid proof._ _Eventually the meeting broke up and Oceta returned to her home. _

_She was smiling happily. "I'm back. How was my little girl?" she asked her best friend. Pumyra came in from the bedroom with a small six month old female cub swaddled in pink blanket. Upon hearing her mother's voice the little cub woke up. She made little mewing sounds and waved her tiny arms trying to get to her mother. "Did I wake you from your nap Tawnypelt? I'm sorry I know that you were trying to rest. How's her fever did it go down? She was having trouble suckling earlier. I'm worried because her throat was sore. She hasn't developed a cough has she?" _

"_Oceta, you're going to make yourself sick if you keep worrying. She's fine; I gave her some of my new herbal remedy. I mixed some honey and clovers with a small dose of magic. Tawnypelt is recovering just fine. In a few days she'll be running around the house giving you grief," Pumyra assured her friend. It was true her little patient was smiling and clawing playfully at her mother showing little signs of her bout with illness. The same illness that claimed her namesakes only a few short months ago; Tawny after her grandmother, pelt after her father Starpelt. Both had died of strange illness that had swept through their community killing several people. _

"_How are you feeling today? Have you figured how to use the powers of the Body Stone with our magic to create a vaccine against this illness? My fellow healers and I have been unable to determine what caused the illness. None of the tribes have been affected and all investigations of natural causes have turned up nothing. It's almost as if someone conjured this illness, for what purpose I have no idea." _

"_How can you suspect anyone of deliberately causing these painful deaths? Ever since we banished the Spirits of Evil from our world we have pursued only noble pursuits. I can't believe that anyone would touch the dark arts knowing the price one has to pay to use them. Anyone who serves those Spirits of Evil risks losing their immortal soul," Oceta assured her friend. She sang a sweet lullaby to her child with love and adoration in her eyes. She gently kissed her daughter's head as she sat down and started rocking her to sleep again. "I'm thinking of sending Tawnypelt to my cousin in Thunder City for a little while. I want her to be safe and if the illness comes back she might not survive."_

"_You don't need to do that. I've been developing a brand new medicinal spell combined with a new serum I want to try. You just lost your mate and mother. Are you sure you want to be away from your daughter right now?" Pumyra pressed. She knew her friend was still grieving the loss of her young mate. They had only been together for about a year when he died. She knew that Oceta was thinking about starting a new relationship; a relationship with someone Pumyra didn't entirely trust. "Are you doing this because of _him?"

"_What do you mean? I'm doing this because I want to keep my daughter healthy. Mufaska has nothing to do with this. He loves Tawnypelt. He loves playing with her and showing her magic tricks. He's a great mage, with so much potential. He and I have had many wonderful conversations about the history of our priesthood and his theories on the Spirits. They are quite remarkable."_

"_Remarkably dark and twisted you mean. You can't ignore that the mages believe that he's not being completely honest about his training. Several tomes containing dark spells have mysteriously vanished. You and I both know he's been experimenting with creating spells. What makes you think they're for humanitarian purpose?" Pumyra insisted. She had seen the black main lion being quite course and rude to other initiates. He even challenged the head mages. The only person he seemed to show any respect and kindness to was Oceta. "I know you don't want to hear it, but I am concerned about Mufaska. When he looks at you, I don't get a good feeling."_

_Oceta ignored her friend for a short while as she placed her daughter in her crib. After mixing up some sweet tea the two friends continued talking throughout the night. Oceta wasn't convinced that Mufaska wasn't a danger. In fact he stopped by later that night to check on her and bring her a warm meal. The mood in the home was tense with Pumyra keeping a sharp eye on the lion as he made advances towards her friend. Advances she handled calmly while taking care of her daughter. _ _Later Mufaska had to return to the initiate's dorm, but not before giving Tawnypelt a kiss. _

_"It was nice to see you and your little one again Oceta. She's lucky to have you taking care of her so attentively. Especially now, that her father has since passed from the world of the living."_

"_She misses Starpelt mostly at night. He would stroke her fur and pull her covers up. I'm thankful she inherited his coloring. I'm sending her to my cousin for a time just until I'm sure that the sickness is fully gone. Once I know she's fully recovered maybe we could all have a picnic together," she told him. She missed how his eyes were flickering bright red for a second as he accepted the invitation. _

_Pumyra watched him go, itching to shoot him with her crossbow. She had a bad feeling that something disastrous was going to occur. How right she was. Only a week later, the very day after Tawnypelt had been sent to Thunder City, Mufaska sold his soul becoming the greatest evil ever. Her friends dying prophecy and warning were the last things she heard before her soul parted the world of the living. The next think she knew the Ancient Spirits of Good had rescued her soul giving her a new purpose in life. She vowed that she would protect Oceta's line until the chosen one came and fulfilled the prophecy._

Pumyra entered the Spirits sanctum and bowed her head, her wings angled downward in a sign of respect. "You've summoned me my Masters?"

"Rise young one, we wish to speak to you about your observations from your latest venture to Third Earth. Please, what are your thoughts about this new Alliance? How do you think it will fair against our foes? Do they have the will to stand united and the skills to fight against such powerful foes?" Isis questioned her with great diligence. The smallest detail could crucial to the success of the coming climax.

"Great Isis, my time on Third Earth was one of the most strenuous and dangerous to date. I spent time posing as slave, gladiator, and a loyal comrade and of course a potential queen to the Thundercats. I witnessed many horrible inhuman actions such as the Dogs Pit and the Rat's acting as overseers. The contempt for other species was palpable. I would hear their constant palter causing me to growl and lash out. It seemed impossible that these descendents of the animal tribes and the natives would destroy themselves before Mumm-Ra and his dark masters got to them."

"Then your assessment is that the people of Third Earth are doomed? That they won't be able to cooperate long enough to save themselves let alone their world. This is disturbing."

"Mistress Isis, I wasn't finished speaking. It's true that many tribes and certain individuals act in arrogant manners, which they can't forgive others for past mistakes. Yet, during my time there I saw enemies become friends. I witnessed the miracle of growth and change in individuals that I deemed to rigid for such things. It may have been a battle that forged their strong bond, but they have made continuous efforts to keep these bonds alive. I believe that they have the will to continue working towards a common goal."

"Pumyra is right, the Alliance is new, but the bonds between friends is as old as time. We have to have faith in our Champion's ability to use the gifts we've given them wisely," Hebe responded.

"He already wields the Sword of Omens with the Claw Shield. We've witnessed his mastery of the Stones of Power. Ocelata has been working to control the powers of her Diadem. Together they make quite the team, balancing each other out. Their combined abilities just might be enough to stand up to the dark powers of the Sword of Plundar and its Gauntlet. Still they are missing the last Stone of Power, the Elemental Mind Stone's powers are vast, Should Mumm-Ra obtain it first I fear that he might become unstoppable," Rhiannon pointed out.

"The final Stone's location is very remote and dangerous to get to. At the moment the Champion is unable to get to it. The Thundercats will need some time to help construct a transport able to withstand the depths of the ocean. Time they may not have," Amaterasu insisted. "We have already determined that Mumm-Ra is using his dark powers to try to break free of the Dark Pyramid. He won't rest until he's free to finish the chaos he started. Our counterparts have already given him additional aid in creating a massive army to wipe out all those that oppose him. The containment team stationed outside the Dark Pyramid is at great risk of dying should he convince others to side with him and take them out by ambush."

"Mistress, please allow me to lead a small team into enemy territory. As long as the dark Champion is linked to the Ancient Spirits of Evil, he will continue to grow stronger. If we cut off the connection here it might by the Alliance the time they need to secure the Stone of Power and train their army for the final battle."

"Liaison Pumyra, you know the Ancient Spirits of Evil's territory is vast and filled with hidden dangers. Our own powers weaken greatly the longer we stay in their part of the realm. Should you and your team make it you be at a considerable disadvantage. We can't guarantee your safe return," Isis warned the puma.

"There are no guarantees in any lifetime. The four of you granted me this second chance so that I may keep my vow to Oceta's family. I can't very well sit here and do nothing. If I can help Lion-O and Ocelata's cause from this side; then I will gladly sacrifice my life for the people I love. Have faith in me Mistresses," Pumyra urged them. Her wings beat in a fury and her entire body was taunt with energy. She tracked the motions of her mistresses with her eyes as they whispered among themselves. Finally they nodded granting her leave. "Thank you my Mistress. I will gather a small strike force and leave immediately. In the meantime please keep an eye on the Thundercats. Let me know if anything changes."

The Ancient Spirits of Good promised they would. Within the hour Pumyra was leading a small attaché on a life and death mission to the corrupted realms of the Spirits of Evil. No one knew if they would make it back alive. As they prayed for victory Pumyra said a small one for her Thundercats friends wishing them success in their endeavors.

On Third Earth a two weeks had past since the Council had come to its unanimous decisions. The envoy teams were making their way to the farthest corners of Third Earth hoping to gain new allies and resources for the Alliance. The sounds of construction were heard constantly as the Rats, Vultures, and Berbils worked round the clock to restore tech to its glory. Other tribes were training groups of different tribes in the art of combat and how to work with one another. Messenger animals would come in intervals to update them on the status of the containment team. So far Mumm-Ra had stayed put, however that didn't give them much comfort knowing what horrors he could commit while locked up.

Lion-O and Ocelata were inspecting the progress on the air craft and sub the Berbils and Vultures were busy constructing. Since the coast was many miles away an air craft would be needed to transport the sub to the ocean. The air craft was nearly finished and the kittens were painting the Thundercat insignia on the _Feliner_. Panthro was shouting orders at the Berbils while he worked on t sub the group had jokingly named the _Catfish._

"For the last time I told you we need more armor plating on the sub if it's to withstand the pressure! Make sure the plates are welded in overlapping pattern to help equalizer the pressure!" Panthro ordered. "Blasted bears, they're going to be the death of us."

"Be nice Panthro, the RoboBerbils are working overtime to finish constructing the sub on time. I can't wait to see the ocean. Can you imagine smelling that salty air? Or diving under the waves to see a beautiful unseen world? This is going to be a great chance to expand our mental talents!" WilyKat exclaimed. His ESP was getting stronger, having saved many lives with his talents.

"Can you imagine the kind of people who must be living in the underwater city? I wonder how they get fresh air into the city. Do you think that we'll have to construct special suits to move around? Hey Panthro, do you want us to teach you how to swim?" WilyKit questioned, her bushy tail was wagging back and forth. Her jasper was glowing brightly. Her empathy and mediumship was growing stronger every day. She and her brother could now speak telepathically with one another. "We could teach you to swim! You taught us how to survive so we'd be returning the favor!"

"If it's one thing I hate more then heights, its water. Ugh why this stupid Stone can't be buried in a canyon or something? Fine, you can teach me to swim! Don't get any ideas of playing tricks on me!"

"Panthro, are you teasing the kittens again? You know it's not fair to be ganging up on kittens like that. Hey kids, we just received a message from a team in the old farmlands. It seems that most of the farmers survived the lizards marching. They will be providing as much food to the Alliance as possible. Some of the farmers are even offering aid so to some of the more injured parties. Hopefully our people will recover quickly. We need more bodies if we're to man these vehicles in the final fight," Ocelata told them. The kittens perked up at the mention of the farms and she discreetly gave them a letter from one of the farms knowing it was from their mom.

Lion-O was talking with Panthro and the Berbils asking questions about how the sub worked, when they would be able to launch and what kind of defenses they would have. He also asked about the possibility of creating some kind of scuba gear so they could maneuver outside the sub. The Berbils assured them that they be finished with the _Feliner _and the _Catfish _by the end of next week. "Good, we've heard reports from the envoy teams. They're making some progress with some of the other tribes, but it will take more negotiations before we can secure their loyalty to the Alliance. I'm worried though that it might not be enough. We've heard from Gela and Frilla that it's taking a lot more time to convince their fellow Lizards to turn their backs on Mumm-Ra. According to them Mumm-Ra's still holds a lot of power over them. Rumor has it that he's recruiting actively."

"This is not good. If the evil one does gain more support then we could be looking at a whole new war," Panthro replied.

"Berbils scared. What if he uses his dark magic to destroy our homes?" Robobear Bill questioned. "Berbils can't lose our home again!"

"We promise that won't happen. Master Chem has already sent Spellbinders to the different Alliance members' homes to cast protection spells. The perimeter team has also been setting up traps to keep any new recruits from meeting with Mumm-Ra or to capture him should he leave," Ocelata assured him.

"How are Tygra and Cheetara doing? It can't be easy integrating the tribes together. Our fighting style's are quite different then one another."

"True, but Tygra and Cheetara are excellent teachers. They've managed not only to learn how to fight like Weasels and Dogs, but at the same time use defensive moves shown to them by the Elephants. I'm glad we also decided to put them in charge of distributing the resources to the different members of the Alliance. They seem very happy in their job."

"Considering all the time they get to spend together in close quarters why not? We should continue our rounds and see how everyone else is adjusting to the new training regiment. I know quite a few people are still having trouble learning how to operate the technology without blowing up in their faces. Come on Lion-O lets go," Ocelata playfully said tugging her husband away from the construction yard.

As they were doing their rounds and meeting with everyone the couple had very little time to talk with one another. It wasn't until they were in their private chambers reviewing the Diary and The Book of Omens for more data about the Elemental Stone when Lion-O asked her a question. "Why didn't you tell me that the kittens' mom was alive and had been looking for them? It was quite a shock when the envoy teams conveyed that letter to us. If Glen hadn't asked me if we received it I wouldn't have known about it. You lived in WilyKit having complete access to her memories. You should have told me the truth."

"It wasn't my secret to tell. I learned about their past through unethical means. If I betrayed their trust in me, then we might lose them for good."

"They should be with their family helping run the farm and taking care of their younger siblings. Not risking their lives in a war. Why didn't they go back after the fall of Thundera?"

"The same reason you didn't stay in the ruins of the city trying to rebuild. They were meant to be with us on this journey. Lion-O, they left their home with only a dream to sustain them. The belief that they would find this fabled city and bring back enough gold and food to help their struggling family survive. Their trial by fire taught them useful skills in thieving, cunning tricks, and helped kick start their mental talents. Think about it, without them on this team you wouldn't have made it this far. They are useful members of this team. They helped bring us together and found this city giving the Alliance a base of operations. I know you're worried and want to send them home, but to end their journey now would be cruel and wrong."

"Did you have a premonition about them on the underwater quest?"

"More like a strong feeling. The Diadem has been strengthening my mental gifts. I have projected myself into their dreams. They want nothing more then to complete this journey with us. They have the same drive as Tygra, Cheetara and Panthro. Even Snarf wants to find the final Stone of Power and bring an end to this war. We may be their Lord and Queen, but do we have the right to prevent them from fulfilling their destiny?" Ocelata asked him.

"No, but if the kittens want to remain they'll have to be more honest with us. This quest isn't going to be like the other searches for a Stone. The chances of dying are much higher. Anyone one of us could lose our lives. We need to be prepared for the worst. Whatever happens to use, we need ensure the survival of the people of Third Earth. Nothing matters more then that."

"Agreed, by working together we will keep our promise. The Ancient Spirits of Evil and Mumm-Ra should watch out. The Champion and his priestess are going to be kicking their butts!"


	3. Exploring the Sea

Ocelata was running through a tunnel of darkness, her mind calling out telepathically for any of the Thundercats. "Panthro, Tygra, Cheetara where are you? WilyKit, WilyKat help me please! Lion-O, LION-O I need you ahhhhhhhh!" Ocelata stumbled and fell to the ground in a heap. Gathering magical energy in her paws she cast her spell. "_Super Energy Field!" _ The condensed ball of pink energy shot through the air missing her pursuers by inches.

"Your parlor tricks won't save you from us Priestess. We can teach you real magic, powerful spells to control the wills of others and bring about death to your enemies. Return to our dark embrace, accept your destiny," the first Ancient Spirit of Evil cackled.

"Leave me alone! I will never help you or Mumm-Ra ever again!" she snarled in response. Her clawed gloves tips sprang out as she attempted to shred two Spirits of Evil. Her claw tips passed through the harmlessly. Not deterred in the slightest she jumped onto the side of the dark tunnel climbing to its highest point before dropping on top of her foes, plunging her dagger through their heads, but of course it didn't work.

The Spirits of Evil laughed at the she cat's attempts to harm them. Beings such as them couldn't be hurt through physical means. Their eyes glistened red as they levitated her off the ground. Struggling to free herself she astral projected her spirit trying to take control of their bodies. For a few seconds she managed to gain control of their minds only to be forced out and sent back to her body. The Ancient Spirits of Evil dropped her to the ground.

Ocelata's Diadem started to shine rainbow colors as she gathered the strength to use its Healing Wave of Purification to wipe them out. "You'll pay for messing with my mind!" Suddenly she stopped her attack and rolled to the side as a stream of deadly energy was cast towards her. Turning around she spied the lustful eyes of Mumm-Ra the Ever Living pointing the Sword of Plundar at her. "YOU! Haven't you ruined my life enough? Its bad enough I have your seed of evil in my body, now you must torture me with the link we share?"

"You're the one resisting me Ocelata. The more you resist the weaker you become. Why deny the inevitable? Your place is by my side freeing the Ancient Spirits of Evil and conquering Third Earth."

"You're wrong Mumm-Ra! I am married to Lion-O and am Queen of the Thundercats! My ancestress Oceta resisted you until the end and so will I! You will never claim me as your prize!" Oceta shouted at him. Her entire body was surrounded by a magical field; her psychic mind alit as she forced her way into his brain. She caught glimpses of him using his dark magic to convince the Duelist, the Conquistador and his pet trolls, and countless thugs to join his army. She saw him making plans for the final battle and practicing using his Sword of Plundar to kill her friends. With a burst of adrenaline she flung all her magical energy at him wiping him out and destroying the world around her.

Ocelata jerked awake panting hard. Snarf let out a wail of pain as she squeezed him tightly. "Sorry Snarf, I didn't mean to hurt you." She released the little animal. She took a few deep breaths and gratefully accepted a glass of water from the kittens. "Thank you both of you."

"You're welcome Ocelata. Are you going to be okay? Your emotional state is a mess."

"Maybe we should tell Lion-O about this. It feels as if the evil is growing stronger with each mental assault you experience."

"Lion-O is to busy right now kittens. I promise to tell him about this latest assault when it's more convenient. We should get to the cockpit and make sure Panthro hasn't suffered a major panic attack." The trio and pet marched silently into the cockpit taking into account everything they saw.

It was half week later and things were looking a bit more optimistic. Early reports from the envoy teams had been encouraging. Already new tribes such as the Rhinos, Apes, and even the mysterious Bats were willing to contribute to the Alliance. Much needed medicines, food, and numbers were already migrating towards El Dara. Some of the envoys were meeting resistance especially with the Lizards, but Gela and Frilla hoped to change their minds. The perimeter team had already managed to counter a few of Mumm-Ra's attempts to break free of the Dark Pyramid. They were also testing weak spots hoping to take out the dangerous ship.

More encouraging was the fact that many of the Cats were recovering quickly. Amongst the ruins of Animala City they were creating shelters for the injured. Those that were fit to fight were already preparing for battle by uncovering old battle gear and forgotten tech. Lion-O was very optimistic about the Cats losing their old attitude of supremacy and were willing to work with other animal tribes; including the dogs and rats. The Spellbinders who had gone with them were also busy uncovering the Clerics lost magic; teaching anyone with an ounce of talent how to use basic magic spells.

At the moment the Thundercat team was flying the _Feliner_ towards the middle of the ocean. Using Sight beyond Sight in conjunction with the Book of Omens scanner, they had managed to pinpoint a starting point to finding the underwater city. The Berbils and Vultures were making last minute adjustments to the _Catfish. _ The Berbils were geniuses having figured out how to make scuba suits for all the Thundercats and Snarf. Panthro and Ocelata both had trepidations about using them considering their fears of water, but incase of an emergency they would use them.

"We're approaching the dive site. We'll be ready to launch the sub in approximately ten minutes. Last minutes system's check is underway. I'm preparing to switch the _Feliner's_ controls to wireless connection with Berbils' internal network. Do you think can keep this baby in one piece while were gone?" Tygra asked, as he piloted the craft to the drop zone. It had surprised him how natural it felt to be piloting the craft and was uncertain about leaving it in the hands of the Berbils and Vultures why the team explored the ocean's depths.

"Berbils promise to keep aircraft in pristine condition. We'll be landing on the nearby island awaiting your signal to pick you up. Remember to call if there's an emergency. We might be able to help from the air," Robobear Bill told the cat.

"We will; this is going to be quite the adventure isn't it? No one knows for sure what's down there or if the inhabitants of this underwater city are friendly. They could quite hostile, even violent. Did you guys install enough weapons on the sub?"

"Don't worry about that I made sure that baby was armored to the teeth. We've got torpedoes, harpoons, and even electric discharges to help combat any creature stupid enough to mess with my baby!" Panthro growled. Then he started looking green and had to run to the bathroom to puke his guts out. Flying didn't agree with him and he doubted the sub ride would be any easier.

"I think you boys are forgetting that this is a diplomatic mission, not just a recovery one. The people of the ocean are just as vulnerable to Mumm-Ra's attacks. Maybe even more so should he decide to use his powers to pollute the ocean in an attempt to get at the final Stone of Power. We need to stay sharp and be respectful of any life forms we encounter down there. Are lives could very well depend on it; especially if the sub gets damaged and were unable to surface for more air. How long can we stay down for anyways?" Cheetara directed her question to Nanda. The Vultures had been in charge of designing the air circulation along with the engine and few other key components.

"You have enough air supply to last you up to four hours as long as you don't panic using up more oxygen then necessary. The emergency generator will kick in and convert the oxygen in the sea water to breathable air for thirty minutes. You can always resupply by surfacing and opening the hatch to let air in. Be careful with the engines you don't want to task them to hard. They work on the same basic principle as the generator only on a much larger scale taking in seawater and converting it into useable kinetic energy to power the sub. We've also installed sonar, fish finder, and underwater cameras to help you search for the Stone. Remember, if you want to translate any noises or sounds you hear put it through the Berbils computer. Hopefully it will be able to decode the sounds correctly and you can send a response," Nanada commanded them. She was showing Lion-O one more time how to operate the different controls on the sub and what to do in case of an emergency.

The teams would be keeping in touch with long distant communicators that had been salvaged and repaired. The sub had been stocked with enough food, medicine, and emergency supplies for at least two days. Lion-O was hopeful that it would take them that long to find the Stone. After a final system check the Thundercats boarded the _Catfish._ The Berbils maneuvered the _Feliner_ into position and opened the bottom hatch. The Vultures carefully lowered the sub into the water. With a final wave the _Catfish_ dove into the unknown.

Under the sea was a world no one had ever seen before. Schools of fish darted about in a rainbow of colors. Jellyfishes danced among the currents capturing their prey. Coral reefs tingled with life as sea slugs, eels, and octopus swam in and out of holes making sure their homes were safe. As the powered past them they soon food themselves in a kelp forest memorized by the huge underwater trees. After finally getting in the clear they activated the Book of Omens, tuning it so it worked in synch with the sonar, as they set a course to find the mysterious underwater city.

"Isn't this place breathtaking? The sea has a magic all its own. I've never seen such beauty before in my entire life. This is a whole new world to explore," Cheetara whispered.

"Look at that! I've never seen a creature like that before!" WilyKat exclaimed as he spotted a group of sea turtles swimming by. He was running from one window to another trying to take in all the different species and get a good look at the seafloor with its plants, rocks, and other features.

"Can you hear all the music playing? Sound travels faster through water, mostly in ranges beyond our hearing. What I do hear is the most perfect sound ever," WilyKit admitted. Taking out her flute she tried to replicate the sounds the best she could. Snarf tried to help her by singing, but it only made things worse.

"Would you two quit it back there? Its bad enough I've got sea sickness I don't need to add in your concert to my growing discomfort."

"Panthro, please I know your feeling unwell, but try to keep your temper in check. We have a long journey ahead of us and we need to stay focused. Has the instruments picked up any signs of an underwater city yet?" Lion-O asked. Cheetara was monitoring the scans and shook her head.

"According to the fish finder we haven' encountered any large creatures yet, but that could change at any moment. The sonar is picking up with looks to be a series of underwater caves. The cameras picked up what looked like flukes swimming into the caverns. Has the Book given any indication of which direction we should go?"

Ocelata was monitoring the Book of Omens overlaying its tracking mode with the sonar readings trying to figure out which direction they should go. The Book of Omens was indicating that the Stone of Power was through those caverns however there was a problem. The caverns were so large they could extend indefinitely. Sonar wasn't picking up any air pockets and without a clear picture of what was ahead the sub could get stuck. The _Catfish_ wasn't that big and was designed to look like a fish with a cats head, but some of those design elements could easily get snagged on something.

"The Stone is definitely through those sea caves, but we don't know how far and deep they go. We could end up lost or stuck with no way out," Ocelata warned.

"If the pressure doesn't squash us like a bug first. I've been keeping an eye on the environmental gauges. So far the sub is handling the pressure and water temperature just fine. Visibility is excellent and the instruments are picking up any seismic activity or major water changes. If we go in there we could end up buckling under the pressure with no way to escape even with the dive suits," Tygra added.

Lion-O listened to everything his team had to say. He touched the Spirit Stone hoping for some wisdom, but none came. Same thing when he tried to use the Body Stone to improve the sub to make the trek easier. Finally he took out the Sword of Omens. "Sword of Omens, give me Sight beyond Sight!" His eyes glowed as he saw the interior of the caves. The tunnels were long and twisted. He could see dark shadows on the edge of his vision, hidden dangers. Pushing the vision as far as he could he came out of the caves, through a coral reef and in the distance he was a large dome. The vision ended and he sheathed his sword. "We don't have a choice. The rock face stretches to long to go around and we don't have time to look for another way through. We'll have to proceed with caution and be ready for anything. Tygra, take us in slowly. Everyone else get your dive suits on just incase. I pray to Jaga that I'm making the right choice."

The caverns were dark and twisting. Even using the floodlights they were barely able to discern their surroundings. The Book of Omens was reacting stronger, guiding them through the caves closer towards their goal. Everyone was on edge, each shadow causing them to jump in shock and surprise. Panthro was biting his nails and Snarf was shivering as the temperature in the sub started to drop the deeper they went.

"The internal temperature is dropping slowly, but steadily the deeper we go. The cold is zapping the heat right out of the metal. Our oxygen levels are lower then I would like. External pressure is building. We need to get out of these caverns and back into open water soon. I don't know how much longer the _Catfish_ can hold out," Tygra warned.

"The sensors are still picking up traces of life forms, but I'm having a hard time determining what species they are. I still haven't been able to contact any intelligent life out there. Kittens have you sensed anything?" Cheetara asked them.

"My empathy is picking up strong emotions coming this way. I can feel curiosity, hope, and a bit of fear. Someone is out there," WilyKit assured them.

"Yeah, but my ESP is screaming danger. My fur is standing on its end. Something bad is about to happen ahhhhhhhh!" Everyone pitched forward as the _Catfish_ got stuck between two underwater stalactites. They more they tried to wiggle free the tighter they got stuck. "Okay, stop it! You're just making things worse Tygra! Stop hurting my baby!"

"We're wedged in tight. Someone's going to have go outside the sub and knock us loose. Cheetara, Ocelata, come with me. Kittens monitor the screens let us know the instant something approaches. Panthro, man the weapon and be ready to defend ourselves. Tygra, be ready to get us out of here."

The three of them exited out of the hatch and started swimming outside. Ocelata panicked for a few minutes about being underwater, but Cheetara steadied her. The two females swam towards one of the stalactites. Cheetara used her magic staff in an attempt to free the _Catfish_. Ocelata and Lion-O were hacking away, cutting chunks of stone out. Lion-O was careful to keep the use of the Stones power to minimum use not wanting to accidentally cause a cave in.

"We should be finishing freeing the _Catfish_, in a few minutes. How are the monitors looking? Have you picked up any traces of danger?" Lion-O asked through his communicator.

"Nothing yet, but keep up your guard. You never know what's out there. Just finish fixing the sub and get back in here pronto!" Panthro ordered. Suddenly red lights started flashing and alarms were going off. "What's happening? What's with the alarms?"

"We're picking up activity outside the _Catfish!_ Two groups are approaching the sub at alarming speed. The first group is coming from the far side of the caverns and will be here in about ten to fifteen minutes. I'm picking up a language from them! I don't know what it's saying yet, let's hope their friendly," WilyKit informed the group.

"We should be more concerned about group two. The fish finder is going nuts! It appears the second group will be on us in seconds and I can't make sense of this image. What do you think this is supposed to be?" WilyKat questioned. His monitor showed a group of torpedo shaped figures with long trailing limbs approaching the ship.

That's when the sub was grabbed and Snarf let out a wail of shock as a giant eyeball gazed at him through the porthole. All around them giant squid wrapped their two arms and eight tentacles around the sub in attempt to crush it. Panthro started firing torpedoes at their attackers. Outside the trio was doing there best to stay alive, but it wasn't easy. The giant squid had giant beaks trying to snap them in half and if that was bad enough when they shoot out ink dark magic clung to it damaging their suits and causing them to flail around.

"These beasts are spelled! Someone's controlling them, making them more dangerous! This isn't good!" Cheetara shouted as she cast a defense spell from her staff. Nearby Lion-O was using the Body Stone to repair the damage to his dive suit as he twirled the Sword of Omens slicing off limbs only for them to grow back.

"Don't give up! We can still win this fight! Panthro attack them with everything you got! Tygra, try to get the sub out of here! Kittens use your mental talents to break link between whosoever controlling them! Ocelata, see if you can calm them down! Come on were Thundercats Ho!" Lion-O shouted. The Sword of Omens extended to its full length. The Armor of Omens sprang to life and the Spirit Shield crackled underwater.

Lion-O channeled the power of the Eye of Thundera through his blade blasting two squids into the cavern walls. Pushing off the _Catfish_ Lion-O used the thrusters from his Armor of Omens to power through the water twisting and turning around blocking the attacks from the enemy. As he dove under the squids the Spirit Shield deflected their beaklike mouths from crunching him in half. Several squids had their limbs tangled together as he moved in to stab them. Just as he was about to stab them in their heads and thick inky cloud surrounded him causing him to become disoriented.

"I can't see! Where are those creatures? Can anyone hear me? Cheetara? Ocelata? Panthro someone come in! I'm lost here ahhhhhhhh!" Lion-O found himself in the grip of the squid being literally crushed to death. The power of the Stones was blinking in and out. His oxygen tank was starting to crack. He couldn't wiggle out. Cheetara was to far away to help and the _Catfish _was locked in battle as it tried to escape from the monsters pursuing it. Lion-O feared this would be the end for him.

Ocelata saw her husband in trouble and felt her heart lurch at the sight of him being crushed to death. She activated the Diadem's power. The dark cavern was flooded with rainbow light as she attempted to send out a healing wave to calm the beasts down. Ribbons of rainbow energy danced around passing right through the squids bodies. Briefly they seem to calm down and the fighting subdued. The one gripping Lion-O let him go and she let out a sigh of relief.

Relief was short lived as the rainbow fizzled out replaced by pure black energy tinged in red engulfed the squids. An explosive wave of dark energy poured off their arms. Cheetara barely had time to throw up a magical barrier to protect everyone as the voices of the Ancient Spirits of Evil filled the air. _"Foolish little Thundercats! Do you believe that you can ever escape our all seeing eyes? These simple minded carnivorous beasts shall exterminate you once and for all! Kill all, but the Priestess and reclaim the Stones of Power for us!" _

On board the sub the twins held each other in fear as Panthro tried to blow the squids off his baby. Tygra had put the sub on manual and was already running towards the hatch to get outside and see if he could make a difference in the water. Snarf screamed as the hull started to buckle. All the Thundercats were praying for a miracle to save them.

In the realm of the Spirits Pumyra and her strike team had finally entered the decayed area belonging to the Spirits of Evil. The everlasting fog chocked the air and every living thing was in state of decay. Pumyra ears were alert for any signs of trouble; her sling primed for attack. The four spirits, (who resembled spirits of war from Norwegian, Native, Inca and Aztec culture), flanked her sides. "Be ready to react at a moment's notice, but with stealth. We are here to try and cut off the connection between the Spirits of Evil and their champion Mumm-Ra. If we fail then there will be no way to stop them."

"Understood Liaison Pumyra, we'll approach with caution," Norse responded to her. The strike team crept through the landscape weapons at the ready. Their eyes strained to see through the fog. Suddenly Aztec signaled them to halt. They all froze and listened closely as they heard bestial sounds coming from over a hill. Cautiously they crept over the hill and Pumyra had to suppress a growl of anger at the sight before her.

Down below near the bank of a black lake a simple minded spirit had his ghostly fingers extending into the waters. His phalanges were hooked into the membranes of a group of giant squid. Flashes of a battle from the real world could be seen. Pumyra saw her friends fighting for their lives with no escape in sight. Native confirmed with a simple observation that the servant was telepathically linked to the Spirits of Evil, being controlled from a distant to carry out this dastardly deed.

"If we don't intervene the Thundercats will die before help arrives for them. However, by doing so, we reveal the team's location and jeopardize our mission. I advise against taking any action," Native informed the group.

"We can't ignore the troubles of the Thundercats. The Champion and his Queen are in trouble! Without them, nothing we do will put an end to this war. Their well being must come before our own safety," Aztec argued.

"If we can distract the catalyst for a short time then the Thundercats could hold out until help arrives," Inca pointed out. Norse and Native argued that they're might not be any help coming for the Thundercats. That it was too risky to get involved, but Pumyra silenced the group with a hand gesture.

"The Spirits of Good commanded me to help weaken the Spirits of Evil and that's what I intend to do. They must not be allowed to gain an advantage. We'll split up and do blitzes attack from all sides. If we can quickly overwhelm the catalyst perhaps we can keep our presences from being discovered. Inca, Aztec, you two will strike from the sides. Norse; circle around to the far side of the lake to use your long range attack. I will strike from behind while Native cuts of his connection to the real world. Move out!"

The strike team got into position and waited for the perfect moment to attack. The simple spirited was cackling with delight as he directed the squid's action preparing them for the kill. Out of the corner of his peripheral vision he thought he saw someone approaching, but by then it was too late.

Norse hurled a battle ax across the lake smashing the spirits face in. Aztec and Inca impaled him from the side while Native cut off his fingers. Pumyra finished him off with decapitating shot to the head. They were so swift and silent that the Spirits of Evil didn't realize at first they had lost control of the situation. By then it was too late for the cavalry had arrived.

The Thundercats watched in astonishment as a platoon of sharks darted into the cavern attacking the squids with their razor sharp teeth. A pod of dolphins darted in punching through the dark magic with their beaks and rescuing the water bound cats. A small whale maneuvered into the cavern grabbing the sub and pulling it out into the open sea. Larger Cetaceans formed a protective guard around the sub while smaller pinnipeds darted close to the sub fixing the holes and attaching emergency oxygen tanks to the sub. A single porpoise let out a series of clicks communicating with the rest of the group. Once the Thundercats were back aboard the sub the porpoise started leading the group over an undersea mountain and pass a series of trenches.

"Where do you think they're taking us? Are they friendly or are they planning to serve us up for dinner?" Tygra asked the others.

"They saved our lives from the squid and repaired our damaged sub. I don't think they would do that if they were going to hurt us," Cheetara replied.

"We should still remain vigilant. We don't know who they are or what they want from us. They could be bringing us back to their home to exam us and decide if were a threat," Panthro pointed out.

"WilyKit, WilyKat, what do your psychic talents sense from them? Are they a danger to us?" Lion-O questioned.

"My empathy is picking up high levels of emotions. Our saviors are incredibly intelligent and very curious about us. They haven't seen our kind in ages; especially under the water. I don't think they want to hurt us, but they are being extremely cautious," WilyKit responded.

"I'm not sensing any danger. In fact I feel very positive about something. I think were about to see something no ones ever seen before!"

Snarf purred in agreement. Everyone was waiting with great anticipation as they were dragged passed a barrier reef and suddenly right before their eyes was the most amazing sight they had ever seen.

Nestled in an underwater valley, surrounded by large fields of underwater flora, was a giant dome with several tendrils shooting out in a giant sea star pattern with smaller domes at the end of each nodule. Inside the domes were dazzling architectural buildings of different sizes and shapes. The lower parts of the domes were partially flooded while the upper areas were dry land. Several large tubes rain throughout the domes containing seawater and they could see life forms traveling through them. Panels ringed around the tops of the domes seemed to collect the sunlight, enhancing it and before redistributing it all around the city. The sounds of machinery could be heard pumping water and oxygen throughout the city. Near one of the smaller nodules were several submersible crafts being serviced. The _Catfish _was towed to the dock and the craft aligned to the entry hatch. The pressure was equalized and they heard a ding indicating they could exit the hatch.

"Alright everyone remember we're on a diplomatic mission so everyone be on your best behavior. We don't want to accidentally offend our hosts. They have long memories and they're probably very wary of Cats after the cruelties they suffered on board Mumm-Ra's ship," Lion-O warned them.

"We have to first earn their trust and show that we want to be allies not enemies. After we establish our alliance with them we can ask questions about the Mind Stone. No snooping around or thoughts of stealing anything that belongs to them. Is everyone ready?" Ocelata asked the group. Everyone nodded. With a deep breath they pushed open the hatch and walked out onto a dry dock. They looked around for a guide but couldn't see anyone.

A series of clicks and squeaks alerted them that someone was waiting for them. They looked around until Snarf started mewing and pointing to the water. They looked down and saw the most unusual sight. A beautiful female bottlenose dolphin with stars on her melon and long wing like flippers was looking up at them smiling. The female let out more clicks and squeaks trying to communicate with them.

"We're sorry, but we don't understand what you're saying. We don't speak Cetatian and our translators haven't been able to learn your language yet," Tygra informed the dolphin.

"I'm going to try casting a spell Jaga taught me once. It's designed to unlock hidden knowledge in the mind. I hope it can help us understand their language and vice versa. _Mysteria wisa trappa unfasteno learna lexis translatororia!_" Cheetara cast the spell. A green energy flashed from Cheetara's eyes entering the eyes of the guide. The dolphin's eyes glowed blue and sent the energy into Cheetara's who also glowed blue. The cleric touched each of the Thundercats heads. That unlocked the language.

"Greetings Thundercats and welcome to the city of Artica! My name is Trellia and I have been assigned to be your guide during your stay. Your submarine will be repaired and quarters will be assigned to you. Please follow me and stay on the dry paths. May I ask who you are and what reasons you have come to our fair city?" Trellia asked as she swam through the tubes guiding them through the tunnel into the main city.

"I'm Lord Lion-O and this Queen Ocelata. May I introduce my advisor and brother Tygra, Cleric Cheetara, General Panthro and pages WilyKit and WilyKat. This is Snarf my pet and friend. We've come to the city to ask for aid against Mumm-Ra and the Spirits of Evil. A war is coming and we need all the help we can get to survive. The Alliance is willing to offer support and protection for your city," Lion-O explained.

"You'll have to speak to the Oceanic Counsel to discuss your proposal. The Sharkmen have told us tales of Mumm-Ra and the rest of us have suffered from the hands of evil as well as carelessness from the surface. I'll arrange a meeting for tomorrow afternoon. Until then make yourselves comfortable. I'll have food brought to you later. I'll see you later and enjoy your stay in Artica," Trellia told them after leaving them in their guest quarters. It had been a long day for everyone so after eating their meal they all took a long nap waiting for tomorrow to come.


	4. First Strike

The Thundercats woke up the next morning to the sounds of Panthro puking in the bathroom. It didn't seem to matter if they were moving through the water or surrounded by it, Panthro got seasick.

"Panthro, maybe you should ask our hosts if they have anything to treat seasickness. It sounds like you lost a fracas and are dealing with the aftermath," Tygra told him through the door. Panthro started to say something only to end up puking again. "Um, Cheetara, Ocelata, either of you girls know a spell for curing sea sickness?"

"No and a basic healing spell wouldn't do much good. We should all prepare for our meeting later today. We don't know anything about how the government of this city works or if they'd be willing to help us in our fight. So far it seems that they are pretty well protected from Mumm-Ra and the Ancient Spirits of Evil down here," Cheetara remarked to the group.

"If those giant squids that attack us yesterday are any indication that's changed! If the Ancient Spirits of Evil can reach across the planes and deep beneath the waves, then they're might not be safe much longer. We could have brought their civilization to the attention of the enemy when we came searching for the Stone!" WilyKit exclaimed. She looked down at her breakfast, a mix of salty herring and juicy kelp. She fingered her jasper looked at her reflection. "Once again the Cats bring trouble with them."

"Don't be so pessimistic sis. We don't know that for sure. Even if it's true, I'm sure that the Artica City would have come to their attention eventually. The forces of vice are determined to get a hold of the last Stone of Power," WilyKat reassured his sister. He too was nervous and worried about the future of this beautiful city. "So what's the plan Lion-O?"

"We meet with the governing body and we present our case. It's important that we keep our emotions in check. I don't have to remind you that time is off the essences. We can't afford to stay here to long. Ocelata, have you heard anything from the surface?"

"Communication with the surface world has been disrupted while the _Catfish_ is undergoing repairs. I've tried using the long distant hand held communicators the Berbils created, but all I get is interference. Something in the construction of the dome is blocking our signal. Before you ask we're too far out of range for me to attempt a telepathic connection. Right now we're on our own," Ocelata informed the group. "Hopefully if the meeting with the governing body goes well they'll allow us use of any communications systems they have."

"Let's hope that Chem and the others can hold the Alliance together a little while longer. Is everyone ready? Okay then let's go meet with the governing body," Lion-O told the group.

They stepped outside of their residence and were greeted by the delightful squeaks coming from a saltwater canal near their building. Trellia burst out of the water doing a triple back flip and gliding through the air back into the water. She was now sporting a lilac and bronze trimmed vest and crown of sea flowers on her head. "Greeting Thundercats, I hope that you slept well last night. Was the food to your liking?"

"It was a new experience. We've never eaten fresh salty fish before. Trellia, would there be time to tour your home before we meet with the governing body?"

"We have a little time before meeting the Seven Seas Assembly. I could show you a few places. I hope you brought your wet suits; some places can only be accessed through canals and water tubes. Follow me!" Trellia laughed diving deep into the canal and taking off like a torpedo.

The Thundercats did their best to keep up with Trellia as she explained about the history of the city as they toured. "The city of Artica predates the arrival of the animal immigrants. Long ago the city itself was partially submerged underwater with a majority of it on the surface. The original inhabitants included undines, selkies, neared, and quite a few merspecies. The original animals that lived here worked in harmony with the residences. We dolphins were used for travel and beasts of burden, the pinnipeds were used in defense of the city, creatures such as the whales helped in construction and musical entertainment while the sea otters tended to the kelp forests."

"How does that equal living in harmony? You guys were doing all the hard work. What was your reward?" Tygra questioned.

"We were friends not slaves young tiger. The people of Artica provide us with food, shelter, companionship. We worked together to create art; cultivate food, become more then what we were. The people of Artica used us for labor, but without us protect them and teaching them the seas would be an emptier and polluted place," Trellia responded.

The small group was walking through a plaza with fantastical statues made from coral and sea glass. Benches made from sea bed dotted the area and the floor was made of marble. Moving through the plaza towards stores were sea lions, walruses, and sea otters. Porpoises were giving lifts through the canal to sea green skinned humanoids while tiny ocean blue beings formed themselves from the water in the canals.

The Thundercats got in a glass elevator and rode side by side a water tube next to Trellia looking at the different levels of the dome. There were parks and lagoons were children played and relaxed. Totally immersed science centers and schools were near dry dock areas containing libraries, hospitals, and a thriving market area. They had to switch to their dive suits to swim through the next level watching mythical sea creatures and animals training in some sort of combat exercise. Trellia steered them towards an architectural wonder that was being protected by the Sharkmen from yesterday.

"Your city is wonderful, but how did it end up below the sea? When did your kind evolve it what you are now?" Cheetara asked as she grabbed a hold of Trellia's dorsal fin for fast travel. Trellia's winged pod swam up to them gesturing for the Cats to take a hold of their fins. Soon they were all screaming in delight as they soared through the water at incredible speed.

"This is so cool!" WilyKat purred in delight. Snarf was clinging to him in sheer terror not happy at all. His sister started singing and soon the other dolphins joined in. Only Trellia refused intent on answering Cheetara's question.

"When the planet was invaded by the evil space dweller's troops searching for the Heart Stone they attacked our city. We fought valiantly to protect our home, but the flying machines sank it. Several Sharkmen risked death by their collars to try and safe the air breathers who lived among us. After the ship crashed and the original Animal Alliance formed, the Seven Seas Assembly offered amnesty and a home to the Sharkmen. They accepted. We started constructing the dome and smaller outreaches. It was during this time that a team consisting of a dolphin and merperson found the lost Mind Stone. When the Black Pyramid crashed the Stone somehow ended up on direct trajectory into the ocean. The Alliance had said that whoever found the Stones was allowed to use their power as they saw fit as long as it wasn't for violence. The Seven Seas Assembly used its power over the elements to help rebuild the city using the twelve elements to run it. Overtime the exposure caused us to become more intelligent, allowing our languages to be understood by all through instant mind translation, some of us such as my pod used the powers of wind and gravity to become not just swimmer, but flyers as well. Since then we have kept the Stone safe from those who wish to use its power for evil."

"So Mumm-Ra and the Ancient Spirits of Evil have attacked you?" Panthro said. They had arrived at a giant sea shell and coral constructed Assembly Hall and were being escorted into the Main Assembly Hall. The hall was something out of a medieval fairy tale meets the Supreme Court. Banners hung on the walls, glittering chairs and high council rotundas stood out.

The Seven Seas Council was made up one undine, a female mermaid, a Nereid, a selkie, they were also joined by a whale Sharkmen, another winged dolphin (this one a common), and lastly a beluga whale. All of the members were drabbed in some sort of clothing consisting of blues, greens and light orange. Trellia bowed and headed to air bubble area to get so much needed air before settling down with the rest of her pod in the modified seats.

"Thank you for escorting the guests here Trellia. I am Uli (undine), First Speaker of this Assembly. May I introduce Secretary Marina (mermaid), Environmental Head Amphitrite (Nereid), Cultural Advisor Seala (selkie), Security General Whalor (whale Sharkman), Lead Scientist Cora (dolphin), and lastly Mage Representative Bella (beluga)? Together the seven of us oversee the running of not only Artica City, but the surrounding oceans and our interaction with the surface dwellers," Uli explained to the group.

"First Speaker Uli, I am Lord Lion-O of the Thundercats as well as the Head of the Animal Alliance and chosen Champion of the Spirits of Good. This is my Queen Ocelata and Second in Command of the Animal Alliance. May I introduce my advisor and brother Tygra, Cleric Cheetara, General Panthro and Pages WilyKit and WilyKat. This is Snarf my pet and friend."

"A pleasure to meet all of you I'm sure. Approach us Thundercats. We've been expecting your arrival for some time now. Ever since our scouts from the surface world reported the return of the evil space dweller and the increase of monster attacks we knew you'd come here eventually. This Assembly demands a full explanation of what recent events have transpired on land and what your purpose is for visiting our home. Explain to us why we shouldn't lock you up for endangering our home and destroying the oceans?" First Speaker Uli ordered.

"First Speaker Uli, My people and I have come seeking your help in our fight against the greatest evil to this world. The evil space dweller Mumm-Ra and his masters the Ancient Spirits of Evil have returned in force. Mumm-Ra has recovered not only the Sword of Plundar, but his dark magic power has increased by tenfold. He and his dark masters recently tried to turn my beloved into their High Priestess and use her to recreate the Stones of Power. By forming the new Alliance we managed to win the decisive battle and banish him for a time. Unfortunately, we don't know how long my banishment will hold. Our latest reports have indicated that Mumm-Ra and his masters have been up to their old tricks. They are recruiting the most malevolent people to join their monstrous army. As we speak members of our Alliance are preparing for war and sending envoy teams out to recruit new members to fight against the coming evil."

"Our team was assigned with ensuring the safety of the final Stone of Power. The Book of Omens combined with my prophesy foretold that the Mind Stone would be found in an underwater city crying for help. I understand that you have misgivings about helping outsiders, but surely you didn't save us to lock us up for good," Ocelata added.

"We've heard of the powers of the Book of Omens. A vast repository of great power that was hidden away because of the danger it represented. I have to wonder if using it and the fabled powers of the Diadem of Prophecy are a good idea. What exactly was your prophecy child?" Secretary Marina questioned. Her tail flicked back and forth slowly as she got ready to record the answers for future archivist.

"_The bliss of marriage is short lived as the underwater city sings for help. The tribes' unity grows stronger, yet the dark one still holds the power of destruction. Four shall become one. _ I'm uncertain what it all means. My marriage with Lion-O is young and our happiness was short lived because we had to plan for the final assault. Your people communicate through song and from what I can sense with my mental gifts you are on edge about something. Perhaps you are in trouble?"

"That is needed to know information. The second half of your prophecy intrigues me. From your own words you speak of united front, an alliance that is strong enough to withstand the storm to come, but will it be enough to fight Mumm-Ra? Your own words state that his power is too great to overcome. Do you even know what the final line means?" Secretary Marina demanded.

"No, we don't at least not yet. We came hoping to find friends to fight with us. We would be more then willing to designated resources and aid to your people. Surely we can learn to work together towards a common goal?" Tygra asked. He strained to listen to the musical exchange going on between Amphitrite and Seala. Both ladies looked at the cats with great misgivings.

"You claim that you want to aid us, that you'd be willing to give us assistance, but the past is not so easily forgotten. Ever year more of the oceans are polluted and destroyed by careless actions of the surface dwellers. The Bird People's prison which floats in the sky dumps garbage into sea. It collects into huge flowing masses chocking the life out of the ocean killing miles of water. The beaches are strewn with litter and chemicals from ruined tech. Overfishing and careless habits have endangered our friends and our city," Environmentalist Head Amphitrite reported. She held out sea paper with records dating back centuries showing the damage that had been done and what the projections shown.

"The people of the sea have very little in common with those of land and air. It took us years just to ensure that beings who call Artica home didn't run amok trying to eat one another. It's impossible to change the nature of a species. Why do you think the Sharkmen were assigned duties involving hunting and protection? That is what they do naturally. You carry the seal showing those who have pledged themselves to this Alliance, but if we enter into this there is no guarantee that it won't fall apart. We have to protect our own people from unnecessary risk. It's the way of the sea," Cultural Adviser Seala explained.

"Are you people cowards? You're giving up without even trying! Every member of the Alliance and even those who haven't joined are threatened by this evil. If we don't stand together it won't matter if your living under the water you're city will be gone!" Panthro demanded to the Assembly.

"You've been trying to hide it from us, but we've noticed that the citizens seem frightened and that your animal friends are near panic. If Trellia's pod is any indication your city has already been attack hasn't it? Those giant squids weren't the first monsters to do something out of character am I right?" Cheetara questioned. "Please if we're to work together honesty between our cultures is a must."

"Don't forget your place Cleric! You don't have any power here!" Security General Whalor barked his mouth gulping in huge strains of plankton as his anger got the best of them. "I'll admit that we've been dealing with an increase in deadly sea attacks, but it's nothing we can't handle."

"Security General Whalor, hiding the truth isn't helping anyone. I command you to tell them the true stats now," First Speaker Uli commanded. Security General Whalor bristled, but in the end nodded. "For the past several months, including a month before the fall of Thundera, there have been increased attacks of monstrous creatures on Artica and our outpost. Those harvesting food from the reefs have been attacked by Portuguese Man a War, many of our whale friends have been attacked by monster sea serpents on their migration trips. Dark magic has been attempting to crack our dome and steal the Elemental Mind Stone. Those squid normally leave us alone, but as you've seen the Ancient Spirits of Evil have been trying to kill us. We've held the off for now, but for how much longer is a mystery."

"We've attempt to use science to increase the dome thickness and create a natural chemical repellant to strewn among our outposts. The repellant hasn't worked and trying to restructure the dome has led to micro fractures that we had to repair hastily least it flood," Lead Scientist Cora explained.

"Not even using the power of the Stone with our own unique magics has helped. We even ventured on land hoping to find some relic or borrow manna to help us with little to show for it," Mage Representative Bella sung unhappily.

"Then let us show you we can be trusted. Your city is the most beautiful place on Third Earth. We understand that you're fearful of change, but if you don't take a chance what you have maybe lost," WilyKat replied excitedly.

"Your knowledge and abilities we can finally put an end to Mumm-Ra and the Ancient Spirits of Evil. I want to live in a world where we all get along in harmony. That none of us especially my friend Ocelata has to fear she'll be turned into something she's not," WilyKit said. Snarf mewed in agreement.

The Seven Seas Assembly talked among them for awhile. The Thundercats were nervous and swimming in circles in baited anticipation. Finally the Assembly agreed to join the Alliance _if_ the two Royals proved themselves in battle against the Giant Flying Medusa. If they managed to hold their own and even kill it, then they would not only give them the Elemental Mind Stone, they would stand by them in the final fight. Lion-O and Ocelata agreed knowing it was the only way.

A few hours later the Thundercats were being restrained by Sharkmen as they watched the deadly combat between their royals and a giant orange twelve hooked tentacle poisonous monster attempted to capture and kill their leaders. The monster was one of the deadly beasts that had been attacking Artica in the last few months. It had taken half of the Sharkmen security force and two pods of whales to wrangle this creature into the detainment arena. The science and magic division had been attempting to study the creature hoping to learn ways to keep its kind from returning. All efforts had yielded little results.

In the watery caged arena Ocelata and Lion-O fought valiantly against the monstrosity to prove themselves to the Seven Seas Assembly. Lion-O was armored up in the Armor of Omens, the Spirit Shield active and was blasting away with the Eye of Thundera's energy beam desperate to keep the Medusa at bay. The monster shrieked and flailed about its tentacles taking out much of the arena.

Ocelata swam in and out of the mess trying to get close to its fleshy underside to kill it. Her claw tipped gloves shot out piercing the flesh of an incoming tentacle. Blue blood droplets spilled into the water as she was flung about. "No, you don't!" she gritted her teeth and released herself grabbing a hold of the metal cage top. Even underwater and in a dive suit she still was the queen of climbing as she maneuvered her way across the metallic web. Her precognitive sense was screaming in her mind as jumped to avoid being impaled by three hooked claws coming at her.

The Medusa twisted about creating a whirlpool underwater sucking the she cat towards its gaping jaws ready to crush her. Charging her dagger with magical energy she threw the blade at the beast. The Medusa deflected the weapon, but was deeply grazed by the enchanted item spilling more blood into the churning waters. Ocelata had no chance to celebrate her victory. The whirlpool current pulled her straight down to the arena floor pinning her there. She couldn't move at all and her oxygen tank was starting to crush under the intense pressure.

Lion-O saw his beloved in trouble and knew he had to end this fight quickly. "You have terrorized these people for the last time! I join together the powers of heart, body, and spirit to repel you once and for all!" The three Stones glowed with an inner fire forming a triangle of energy in front of Lion-O. "Thunder, thunder, Thundercats HO!" The Sword of Omens extends to its full length slicing through the triangle and imbuing itself with the powers of the Stones. With a downward slash the powers sliced the Medusa in half, fourths, sixths, eighths until it was nothing, but free floating jelly.

"Yeah Lion-O! He did it! He defeated the Medusa!" WilyKit shouted in joy. Her brother was also cheering for Ocelata, who was being tended to by some porpoises who brought her much needed oxygen.

"Seems my little brother has grown into his role as champion quite well. I think he might just be able to pull off this victory against Mumm-Ra," Tygra told his mate.

"Agreed and look at what his bravery has gained us. These new allies and their science will turn the tides in our favor. Still I'm concerned about the prophecy. Even with us united it states that the power of darkness will be stronger then us. How are we supposed to defeat him?" Cheetara asked.

"We'll figure that out once we get that final blasted Stone of Power. The sooner we're back on land the better. I'm not sure how much longer my stomach can stand being submerged."

An hour later First Speaker and Secretary Marina accompanied by Mage Representative Bella entered the central tower directly in the middle of the domed city. They're in a secure chamber protected by wards of magic and traps were the Elemental Mind Stone. It was so beautiful and twinkled in the light. They could feel its consciousness brushing their using their intelligence to power it up. Different color sparks tumbled off the facets being collected into different tubes before sent to different parts of the city.

"As you can see we've been using the different elemental abilities to aid us for centuries in different parts of the city. Most of these can be synthesis through scientific methods now. We still use the Stone's powers to increase mental capacities and link the city together in times of crisis. The mages have been working for months now to create ways spells to help us keep our connection to the elements should the Stone ever be destroyed," Bella informed them as she swam near the box. She let out a series of clicks to disable the wards. Once they were gone and the traps turned off, she gently removed the cover exposing the Mind Stone.

Marina darted in and gently took the precious treasure from its resting place. As she maneuvered close to the Thundercats the Mind Stone started pulsating in synch with the other three Stones. Marina smiled at this knowing what it signified. "These Stones were once used together to protect your kind from the destruction wrought by the Ancient Spirit of Evil. Though scattered through the cosmos and briefly brought back together by the Champion Leo they never had time to unify. Now, centuries later you are the Champion Lion-O. It is up to you to unify the Stones unique powers to help save Third Earth."

"What do you mean by that? I thought that bringing them together and using their powers as the champion would be enough to defeat the forces of darkness. I've read the detailed Diary entries about each Stones unique abilities and used the Book of Omens to help me tune their powers together. Are you suggesting I've missed something?" Lion-O asked, hesitant to take the Stone from Marina.

First Speaker Uli took the Mind Stone and placed it on the Claw Shield. The enchanted metal formed a space underneath the Stone and Lion-O felt a rush of power throughout his body. Ocelata tentatively touched the Stone her Diadem reacting to its power as well, increasing the range and power of her mental talents. Suddenly being able to communicate with the worried Berbils and Vultures she didn't hear what the speaker said to the rest of the group.

"The powers of the Stones are vast and mighty. Each keeps the others in check and their consciousness prevents them from being abused unless a pure evil heart dictates their actions. After years of talking with the Mind Stone I strongly suspect that there is more to these gifts from the Ancient Spirits of Good then we realize. Call it a hunch, but I truly believe that what we've seen is only a fraction of their true power."

As the Thundercats contemplated those words a massive undersea earthquake struck the city. Everyone screamed as they were tossed about and alarms were going off. The dome above began to crack and water started rising in areas as tubes started to fall apart. More quakes followed by strange sounds were heard as they quickly exited the collapsing tower. What they saw beyond the dome walls when they got out frightened them greatly.

The giant squids had return in force and were doing their best to destroy the spiral arms of the city. Joining them were multiple sea serpents attacking the Sharkmen. Pods of cetaceans were locked in combat with two Krakens while the pinnipeds and slow moving dugongs helped protect trapped citizens on the outside. The mythical beings were using elemental abilities to defend Artica from the Giant Leviathan who circled about as it looked for an opening to crush the dome.

"It's a full scale attack! There's no way this is a coincidence! Mumm-Ra is finally making his move!" Panthro shouted.

"In more ways then one! I can feel it and hear it! The perimeter team around the Dark Pyramid is under assault right now by the Generals and their troops. The troops are being aided by the Duelist, Conquistador, and bands of savage trolls. Ugh, ahh no get out of my mind! Mumm-Ra's trying to break the seal keeping him inside. If it should fall then the entire perimeter team could die!"

"We need to focus on what we can do here right now! Panthro, Tygra, Cheetara get to the _Catfish _and help stop the monsters out there. Kit, Kat, take Snarf and evacuate as many people as you can. Ocelata and I will try to repair the dome and if anything gets inside destroy it. We have to hurry there's not much time!" Lion-O commanded.

"I'll contact the _Feliner_ see if they can help us out. Let's hope the perimeter team can keep that mummy contained. Spirits of Good protect us all!" Panthro prayed as the entire team and the Assembly rushed to protect their beloved home from certain doom.

In the skies above Artica the _Feliner_ was in trouble. After pinpointing the location of the _Catfish_, the Berbils had flown the air ship close to the surface ready to blast the monsters when they were attacked from above by shadow birds, each armed to the beak with razor sharp feathers and crushing talons. As they struck the air ship from all sides the crew was thrown about.

"We can't take many more hits! The engine is two minutes away from catching on fire at this rate!" Nanda shouted over the wailing alarms.

"Berbils are attempting repairs, but are unable to access the outside motors with creatures flying around!" Robobear Bill yelled back. All around him the others were trying to stabilize the systems and shoot their lasers at the right targets.

"You bears continue to aid the Thundercats. My people and I will take care of the shadow birds. Vultures ascend!" The Vultures flew out of the _Feliner_ and with their scavenging tools started aggressively engaging the shadow beasts in attempt to clip their wings. The shadow birds shrieked in warning dematerializing when struck only to rematerialize to rake their talons in the backside of the birds. Ignoring the loose feathers the Vultures continued their aerial barrage buying the Berbils as much time as they could.

In the Sand Sea Desert next to the Black Pyramid another battle was taking place. The Fishmen were on their sand skimmers firing harpoons and spears into the Lizards flyers. Several lizards had boarded the skimmers firing their blasters at the two legged fish. Not concerned at all for their safety they struck back with knives, axes, and the occasional frying pan attempting to beat back the Lizards.

Crysta and her Amazonians were in their aspect as they fought hand to hand against the trolls, Duelist and Conquistador. The Duelist was taken on eight swordswomen at once. Several were bleeding profusely and one had her left arm cut off just below her elbow. Smirking at his victory; the Duelist claimed her fallen sword for his own and impaled her through the stomach killing her.

"A pity, women shouldn't take up arms unless they know what they're doing!"

"You'll pay for killing our sister! Amazonians fight on!"

Crysta was running over to help when the Conquistador started shooting at her with his armored tank. She rolled out the way and hurled her bolo at the cannon bending the cannon upward clogging it. More popped out of the tanks side shooting madly only for Glen and Forrest to jump onboard shattering it to pieces with their maces. Seeing they had it under control the Amazonian leader charged into fray, her broadsword and shield held high as she stormed through the trolls' intent on giving aid to the Spellbinders.

The Spellbinders had encircled the Black Pyramid attempting to cast a containment spell to reinforce the banishment. Mano and Mayi rode their flying discs high into the sky towards the pyramid's point where massive amounts of dark red magic was pouring out. The brother and sister team dove underneath a blast narrowly avoided being obliterated by killing spells.

"Mano, watch out! _Via Paralysis! Via Containmentus! Via Torturous!" _ Mayi shouted, spell after spell failed to contain the over pour of dark magic. The air was charged with energy as more bolts of dark magic lashed out obliterating the battlefield. Mayi threw up a shield as a spell disintegrated her flying disk. She fell threw the air on a path to being impaled. "_Via Levitus!_ Mano, nothing's working! I fear our powers aren't enough to keep this evil contained!"

"We have to keep trying little sister! If we don't reinforce the banishment Mumm-Ra will be free to roam Third Earth again. He'll take the final Stone of Power and become unstoppable! To end we must fight!"

Inside his chambers Mumm-Ra the Ever Living watched the battle with delight and sadistic pleasure. His armies were making short work of the perimeter team. Soon their blood would permanently stain the desert sands. The Dark Pyramid was gathering much needed fuel to fly and as soon as the cursed banishment was lifted he and the Ancient Spirits of Evil would be free to finish what they started.

"All our careful planning has come to this glorious moment my Masters. Observe, the underwater city of Artica is crying out in fear knowing that their demise is near. Look at how they struggle for their pitiful lives," Mumm-Ra chortled as he watched the images in his Viewing Portal.

The Ancient Spirits of Evil were also paying close attention to the battles going on. They saw the kittens and Snarf guiding people to safety. Whenever they ran into poisonous jellies or eels along the way they used fought back with their flail and flute disabling the beasts. It still took precious time as the waters continued to rise and hopefully soon they would drown.

Another image flickered showing Panthro piloting the _Catfish_ blasting away with the torpedoes at the Kraken. Using the robotic arms he caused a rock slide taking out wall crushing the squid. In the open sea Tygra and Cheetara used their weapons in a desperate attempt to defeat the Leviathan. The monster took little notice as it rushed the dome hoping to crack it open, but more whales came rushing up from the depths flipping it over. The battle continued with no clear winner in sight.

The final image is was the most important. Lion-O and Ocelata were half running, half swimming using their Items of Power to work furiously at repairing the damage. Lion-O was still adjusting to commanding the elements which was slowing them down. Ocelata's magic was doing a patch job, her mind to focus on the task at hand to keep the evil inside her from growing out of control. That was the opening he needed.

"Masters, if you would finish killing the interlopers I'll secure the final Stone of Power and our High Priestess. The remaining Alliance will crumble under our might and the Third Earth and realm of Spirits will belong to us!" Mumm-Ra exclaimed. The statues eyes lit up and bathed him in their darkness. Raising his arms he cast his spell. "By the powers of darkness and the cunning of night, transport my spirit through thy connection. Open the portal and make spirit flesh for a time so evil may reign eternal!"

Ocelata had just finished casting a protective spell when she clutched her stomach in pain. She sank into the rising waters twisting and contorting as the mark on her stomach grew. In a panic she tried to seal it with the manna around her, but it was too late. The mark grew large enough to cover her lower abdomen springing to life as something evil passed through her body and into the city plaza. Struggling to dry land her jaw dropped in disbelief as the Mumm-Ra the Ever Living's spirit became flesh holding the Sword of Plundar and looking at her with dark passion. "No, it's impossible. You can't be here, the banishment is still holding. The perimeter team hasn't failed yet," she whispered.

"Your friends are fighting a losing battle my precious. My army will dispose of them and then I will be free to roam in my physical body instead of my spiritual one. Why don't you just take a nap for now? I'll be back to collect you once I've aver my Stones," Mumm-Ra suggested. Ocelata succumbed to his sleeping spell, sending out a brief telepathic warning to Lion-O about what was going on. Hopefully he could defeat the astral body and save the city.

Lion-O was trying to use the Mind Stone to repair the damage to the dome when he was hit in the side by a wave of pure malice energy. He went flying through the air, the Armor of Omens vanished and the glow of the Spirit Stone dimmed. The Eye of Thundera blinked in and out of focus. Lion-O pushed himself up clawing his way to surface of the water and hauling himself onto a dry platform. Panting hard he looked dead center at his arch enemy. "So, you stole Ocelata's astral projection and thanks to your masters you're flesh for now."

"Borrowed my precious powers not stole Lion-O. Why don't you just surrender the Stones of Powers now and I will make your end quick. You have no idea how to tap into the full powers of the Stones. Even now, you struggle to channel their amazing powers; you the Ancient Spirits of Good's hand picked champion fail to control their abilities. What hope do you have to win this war if you can't even do that" Mumm-Ra ridiculed his opposite. Not giving him time to answer he flew at him striking down with the full force of his sword. Lion-O blocked with the Sword of Omens, pushing him back.

The two of them began a deadly tango of blades slashing and cutting. Lion-O brought up the Claw Shield forming a fist doing a fast punch to the face only to be deflected by the Plundar Gauntlet. Mumm-Ra flew into the air coming at him from different angles cutting and shaving Lion-O causing him to bleed. The Lord of the Thundercats twirled his sword in a fanlike motion, the Eye of Thundera glowing intensely before it released its twisting swirl of pure energy at his opponent. Mumm-Ra let out a scream of agony as it hit him dead in the chest. A beam of purplish red struck his black heart as the Spirit Stone stole his spiritual energy causing him to lose cohesion for a few seconds.

"_I will not_ _be defeated by a whelp of a child!" _Mumm-Ra litotes loudly, his dark voice echoing all over the flooded city giving many of the citizens a blood chilled moment. The chilled blood was followed by moments of pure distress as many of them were pierced in their hearts by tendrils of black magic. The Kittens, Snarf and Trellia watched in shock as the people they had been evacuating withered into dust as their souls were stolen to power up Mumm-Ra.

Mumm-Ra grew gigantic the more souls he stole. His laughter filled the air as bathed his monsters with his dark power merging them into a petrifying sea dragon. The warriors outside were frozen in fear as the creature let out thunderous roar that killed several and left many broken and bleeding. Another roar bellowed towards the surface aimed for the _Feliner. _ No one knew for certain if it had been hit or not.

Lion-O rolled out of the way as Mumm-Ra tried to squash him. Buildings, pipe lines and coral came crashing down nearly trapping him. His oxygen tank ruptured as it snagged on a broken slab of metal forcing the champion to rip it off. Mumm-Ra stirred the water creating a giant whirlpool smashing him all over the place. Lion-O struggled to reactivate the Stones only to hit the bottom of the city and be embedded in the seabed foundation.

"The Lord of the Thundercats, Leader of the Alliance, Champion of the Spirits of Good, what help are those titles to you know Lion-O? Prepare to be sentenced to oblivion!" Mumm-Ra bellowed the Sword of Plundar arched over his head ready to bring all its evil magic down on him. Lion-O closed his eyes preying for a miracle.

The millisecond before the Sword of Plundar reached him Mumm-Ra was thrown off balance by a barrage of echolocation attacks. Trellia's pod flew around him hitting him with their blasts. Their crown of stars on their melons flashed different colors as different elements sprang from their heads attacking the evil space dweller. Toothed and baleen whales used their girth to crush his legs, while the Kittens and Snarf riding on the backs of dugongs aided in the attack. WilyKit's merged her mental abilities with her flute producing a savage melody that caused Mumm-Ra to shrink small enough for her brother to tangle him up in his fling. Snarf let out a yowl, his star sapphire flashing as it set free the souls that had been stolen.

Trellia swam over to Lion-O carrying Ocelata on her back. The Queen had managed to finally fight off the sleeping spell as was awake. She was focusing all her mental powers trying recalling Mumm-Ra's spirit into her body and cutting off his connection to her. "Lion-O, we have to stop him now before it's too late! The perimeter team had to flee for their lives, but we can still remove Mumm-Ra from Artica in a weakened state. You must use the powers of the Mind Stone to defeat him and save Artica!"

"I've been trying to do that, but no matter what I can't get the Mind Stone to work for me! I don't know what I'm doing wrong!"

"You're attempting to control it instead of letting listening to what the Stone has to say. The Mind Stone has the most active conscious of all the Stones of Power. Even if you're not sure what to do trust that it knows," Trellia told him. Lion-O gazed at the glittering blue Stone sensing Trellia was right. He had to trust in the Stones and have faith they would keep him safe. Climbing on Trellia's back they thrust themselves through the water until they were level with Mumm-Ra who had shrunk almost back to normal size.

Activating the mental link Lion-O spoke with telepathically to all the citizens of Artica and his friends. _"Everyone listen to me. We can still win this fight and save Artica City, but you must have faith in me. Lend me your mental strength; believe that I can defeat Mumm-Ra and his sea dragon. We must stand united. I believe in our united power do you believe in me?"_

_ "WE BELIEVE IN YOUR POWER LION-O! TAKE OUR POWER AND SAVE US ALL. THUNDERCAT'S AND FRIENDS HO!" _ In an instant the mental strengths of everyone there charged Lion-O up and he unleashed a powerful telepathic attack that crippled Mumm-Ra. The other Stones' powers were boosted s the Eye of Thundera forced Mumm-Ra into his decayed mummy form and the Body Stone removed his flesh. The Spirit Stone severed his astral connection as he was forced back into Ocelata's body and she clamped down on the connection preventing his escape from the Black Pyramid.

Lion-O raised the Claw Shield aiming the Mind Stone at the sea dragon. With great focus he blasted it with a controlled direct lightning bolt. Thick kelpie plants and drift wood formed chains around the dragon as he was incased in ice. The power of gravity sank him to the bottom of the trench. The glittering power of quintessence restored life to those on deaths doors.

Turning his focus inward to the city Lion-O halted the flooding waters, stabilized the foundation, purified the air and warmed the city up before using the power over metal to fix the dome. Then with the powers over light and dark he restored the machinery making the city operational again. Once down he lowered his arm and collapsed on top of Trellia next to his weakened wife. They had done it, they had save Artica City!

While victory had been earned, it was short lived as news from the perimeter team came in once the Thundercats and their new allies had reached the surface. According to Nanda and Robobear Bill half the perimeter team had been killed and the rest force to retreat to save their lives. Mumm-Ra's banishment was over and he now had scores of monsters, criminals, and evil animals at his command. Combined with his own dark magic and power backed by the Ancient Spirits of Evil, the Thundercats knew that the final battle was approaching. The question was who would win.


	5. Enganging the Enemy

The sun was just starting rise on the city of El Dara as the largest gathering of animals and humanoids assembled in the city's center square. They had gathered in the skies, in the water ways, balconies, and any place that they could assemble. What was astonishing about these gatherings was the mixing of different animals and humanoids were interacting with different tribes. It was the first time in nearly three centuries the people had stood united.

The mission to recover the Mind Stone had ended only two days ago and since then the Alliance had gathered together to prepare for the final engagement. With Mumm-Ra's banishment shattered and his dark army gathering, waiting anxiously to spill blood and conquer the world, the Alliance had little time to prepare a counter offensive. The envoy teams had returned as fast as they could bringing with them new tribes. The animals ranged from the quick footed rabbits to the powerful rhinos and even the strong willed amphibians were there. Different tribes of humanoids were mixed into this versicolor of beings. Everyone stopped chatting as they looked up towards the Council's Balcony were the leaders of the Alliance stood proud.

Master Chem cast an amplification spell and addressed the assembly before him. "Greetings to all members of the United Animals and Humanoid Alliance, it is an honor and privilege for me to witness this momentous occasion. For so long our people have been divided and known nothing, but discord and mistrust between us. It appeared that the people of Third Earth would never come together for a peaceful future, but that has changed because of the tireless work of a noble, pure hearted soul. A dreamer whose looked beyond the physical and cultural differences of the tribes seeing the potential for us to unite under one common goal. You all know who I am talking about. I give you the leader of the Alliance, the hand picked Champion of Good and Lord of the Thundercats, Lion-O and his second Queen Ocelata!"

Cheers and whistles were heard as Lion-O stepped into the limelight. He was petrified of saying the wrong thing to this group. What if he messed up and this Alliance fell apart? How would he keep this group from dissolving into chaos? Ocelata squeezed his hand gently reassuring him that everything would be okay. With confidence he started his motivational speech.

"Thank you everyone who has come here today. As you know our world, our livelihoods, our very lives and freedom are in danger because of an ancient enemy. Mumm-Ra the Ever Living is no longer a boogieman in childhood stories; he is a very real threat to our existence. For a millennium he and his masters, The Ancient Spirits of Evil, have involved us in a war not of our own making. To both of them we are nothing more then pawns to be used to gain untold power and domination over the universe. In the past the Ancient Spirits of Good and their Champions have worked in harmony to prevent their dreams from coming true; at least for a little while. Thanks in part to my ancestor Leo and the tribes willingness to unite together Mumm-Ra and his masters were sealed away for a time and though we lost our unity at least our people knew peace for a time, but circumstances have changed. The truth about our pasts, our struggles to survive and the deliberate separation and continuous animosity against one another has all been orchestrated by our enemies to keep us weak and defenseless so that when the final battle came we wouldn't be able to fight and defend what we hold most precious; our basic rights and freedom to exist. We need to stand united, Animal and Humanoid, warrior and mages, young and old, rivals and friends as one force for good if we are to win this fight."

"I can see from your expressions and hear from your murmuring that many of you are unsure if this is even possible. Despite all the assurances of the envoy teams or the bonds we formed through working together what is to prevent us from losing ourselves in old grudges and senseless bigotry? Even now, many of you have little faith in me because of my youth and inexperience. That you fear I will use the Stone and Items of Power to wipe out my rival only to claim myself as a tyrant over Third Earth. What guarantee do you have that I will stand by my word and keep the promises I have made to each of you and your tribes? The only answer I have is that I hope you will make leap of faith trusting in my word to do as I say. I'm scared probably even more so of failing to live up to your expectations, to carry out this crush destiny of emancipation from evil. You have all put so much trust and responsibility in me, asking me to carry your hopes and dreams into battle. While neither I nor my wife can say for absolute certain what our future is I give you my word that I will fight to my dying breath to keep my promises. To use the powers bestowed to me in a noble and honorable matter for all animal and humankind, but I can't go it alone. If I am to succeed we must put aside our petty difference and fight as one force with a single voice crying, "we stand unite against all evil, we are not afraid to die for our freedom, we are the people of Third Earth and you don't belong here! Today we celebrate our unity!"

Rounds of clapping and cheers broke out from all sides. Everyone started chanting "Unite or fall. Unite or fall!" Some Spellbinders created fireworks and others shot weapon salutes into the air. Queen Ocelata raised a crackling pink paw into the air quieting down the crowd to give her own pep talk. "Today our lives change in more ways then one. We will be fighting a global war on many different fronts. As we speak Mumm-Ra is giving his own demented pep talk and enchanting his forces with his dark magic. While we have friendship and love backing us up it will take more then that to overcome the unfair advantage our enemy. It will take our unwavering will and faith not only in ourselves, but the Ancient Spirits of Good to finally end this war. Remember that when you are out on the battlefield; no matter if you're fighting in the air against criminals and shades, in the water locked in combat with monsters, or on the land in one on one fight for survival against a never ending army to never give up hope. To believe that the person standing next to you will have your back and be ready to defend you from any danger that emerges. We fight today to stop the spread of evil, to finally end the life of Mumm-Ra and cast out his master once and for all. Most importantly today we fight so that when the sun rises tomorrow we no longer live in fear and ignorance of another. Today is our day!"

Other leaders came forth and spoke words of encouragement and helping out with last minute planning. Soon the troops were divided and armed with advance tech and traditional weapons. Each group had at least two mages with them. The Stones of Power abilities were flowing through their veins. Spiritual energy would protect their souls from being drained, the Body Stone would repair their damaged bodies and tech and the Mind Stone linked the army together and formed protective elemental auras around them. The Heart Stone had already purged the Alliance's hearts of any negativity and made their resolve stronger then ever.

Everyone was ready to march into the battle. They had all been trained in how to use their new fleet of antigravity units, flyers, tanks, and other vehicles. Safe house had been set up all over the planet for places to hide or use as an infirmary. Supplies had been evenly distributed among the groups. More importantly everyone was wearing the Alliance symbol on some part of their body to show they were united. They all knew where they were supposed to go and headed out take out their targets. The Thundercats had split up as well. Panthro rode the tank as a division leader for the main legion that would tackle the largest enemy battalion. Cheetara was working with the Spellbinders preparing to use the planets manna to seal their plane from any threats by the Ancient Spirits of Evil. Tygra was in the air on the _Feliner _aiding in the sky battle. The Kittens and Snarf rode on their hoverboards as part of the recon and strike teams that would be doing quick blitz attacks on different parts of the army. Lion-O and Ocelata were riding a beast of burden. Their target was the Dark Pyramid and Mumm-Ra himself. They had to get inside and stop him once and for all.

As the United Alliance made their way to the battlefield Mumm-Ra in his Ever Living Form was giving his own speeches to his massive army. Criminals, killers, monsters stood at attention. The terrified Lizards stood next to the enchanted tribes of apes, wild dogs, and dozens of others. Their tech was much more advance and deadly. The black magic had increased their powers by tenfold. Souls of the dead had been reanimated by the Ancient Spirits of Evil. The sky had darkened over the area as the Dark Pyramid rose into the air. Mumm-Ra drew his Sword of Plundar sending a bolt of power straight into the air getting all their attention.

"You have all sworn a geis to me, an everlasting vow of loyalty which I intend to enforce. Today is the day we conquer this world and eliminate the unworthy life forms. The supposed Champion of Good Lion-O believes that the animals and human can coexist in harmony, that peace can reign supreme. That is nothing, but foolish, pathetic, thinking of weaklings who don't know they're place. The strong rule and those who can't serve die! Today marks the moment in a glorious thousand year conflict that the side evil, the strongest, greatest, most powerful people take their place as the rightful rulers of the universe! All those who help create this glorious future will be richly rewarded and have as much bloodshed as they desire! Any grudged you have with others take them out on those who oppose us! Strike down anyone who stands in the way of your glorious destiny! By the end of the today the universe will belong to us! Remember; you may kill whomever you encounter, but bring me the Queen of the Thundercats, the Stones of Power and Lion-O to me! I will personally see to the destruction of Lion-O and reclaim our High Priestess so that we can welcome the Ancient Spirits of Evil to our world. March on my army and claim victory for us!"

Many were calling for blood and looking forward to the carnage and destruction. The monsters were eager to fill their bellies with fresh meat. The animals were scared that they would die, but more fearful of what would happen if they tried to break the geis that linked them to Mumm-Ra. As everyone marched on to meet their counterparts Mumm-Ra smiled evilly knowing one way or the other the war would end today. Preferably in his favor.

Tygra was leading his squadron into air battle. According to his instruments there was a large air force heading their way. He looked outside his cockpit taking note of the dangerous storm conditions forming. This wasn't going to be easy. "Squadron leaders, I want a status check on everyone. Sound off please."

"Nanda here; the birds are doing great. Our weapons are primed and ready. The elemental armor is protecting us from the worst of the storm out here. We'll be ready to fight no matter what happens."

"Bella here; the bats are ready to fight. Thank the stars the Berbils were able to craft goggles to protect our eyes during the daytime. I'm picking up enemy aircrafts closing in on our position with my echolocation. We'll keep pinging until we find a weak spot."

"Sugar here; the gliders and I are doing a wide sweep to cover the entire aerial field. There are minimum places for an emergency landing so I suggest everyone keep up their guard. I got visual on our targets. I'm seeing monstrous shades and bloodthirsty avians coming our way. This is going to be one tough battle."

"Acknowledge squadron leaders everyone get into position. Remember our defense maneuvers. Everyone be ready for anything. We don't know what kind of power boost Mumm-Ra gave these guys. Everyone ready? Squadron A; attack pattern Alpha Beta! Squadron B; Delta Gamma followed up by Omega. Squadron C and D; attack pattern Zeta and then come to the rescue of anyone who needs it! Let's go people this is for our world!"

The aerial battle commenced in a brilliant flash of lightning with a roaring tornado and bursts of thunder. The gliders swooped in underneath the monstrous shades and grabbed a hold of them sending bursts of spiritual energy into them hoping to dissipate them. The shades threw them off and started slicing their attackers gliding membranes causing them to drop from the sky and kill themselves on the ground below. Many of the gliders broke off and started doing zigzag patterns in the air doing loops and tight turns causing many shades to ram into each other. Other gliders started using the elemental fields around them to strike at the monstrous beasts that joined the fray.

Bella and her squadron dodged about as they attempted to out fly and outmaneuver the anti gravity crafts chasing them. The bats screeched as the lizards, apes, and dozens of different creatures fired missiles and lasers at them. Bella struggled to throw of the bola nets dragging her down, finally managing to bite through the nets and throw the remains into the engine of passing aircraft. The craft sputter and chocked poisonous black smoke before it exploded. There was no time worry about that as the bats continued their attack using their echolocation and weapons to bring down as many antigravity crafts as possible.

Nanda was locked in her own fight for her life. The prisoners from the aerial jail were all over her and the rest of the squadron. These birds had committed crimes against the entire bird nation and had been sentenced to life on Avista Air Jail with clipped wings. Thanks now to Mumm-Ra's dark magic their wings had regrown and they were now stronger and faster then ever before. It was an all out brawl as she fired her net guns and used her weak talons to cut gashes in the chests of fellow birds trying to kill them. They couldn't be allowed to survive.

Nearby Tygra was in an air dog battle for his life against what had to be a majority of the air crafts. The _Feliner_ was being pushed to its limits as he pulled into a high arch before dropping like a stone firing bullets and missiles at his prey. Doing a complete barrel roll to get out the way he opened his cockpit with his oxygen mask on. With a flick of his writs his bolo whips wrapped around the wings of other air crafts pulling them off. As his canopy came under fire he was forced to close the cockpit again and do a reversal hop to get behind his target. Pressing down on his joystick he watched with a heavy heart as he killed two pilots and several monsters with a single explosion. "Great Cat God please protect my soul from all this carnage today."

The rest of the Alliance was in similar engagements all over the world. The ocean was becoming a blood bath as the citizens of Artica fought to protect their homes. Some of the more resilient Sharkmen had joined allies like hippos, rhinos and such to patrol the lakes and rivers trying to deal with the long limbed beasts and enchanted animals that were attempting to slaughter them all.

Cheetara was currently busy dashing across the plains with several magic users all around her. Gathering up the manna into her staff she fired spun it around and struck the ground. The jolting radius caused a cascade of magic to trap several ground troops and seal the cracks that were starting to appear in the dimensional walls. She whirled around and sped up and over a wall rescuing a few trap mages from monsters. She brought up her staff protecting her throat as two wild dogs tried to maul her to death. Tossing them over her shoulder she cast a binding spell sealing off their magical boost. "These hordes keep coming and coming! The magic is getting wildly out of control! I don't know how much longer we can keep the manna from being corrupted!" she called out telepathically to Master Chem.

"We must do our best to keep the planet's core pure and untainted. Should the Dark Army succeed in turning the manna evil they will have an unlimited power source to feed them Cheetara. I sense how anxious you are about taking lives that might be enchanted, but this is war. We have no time to undo the spells placed on them by Mumm-Ra and the Spirits of Evil. You must strike hard and fast. Hurry to Gela and Frilla's location. The female lizards they convinced to join our cause are in serious trouble.

"I'm on my way! Jaga, if you can here me please help us win this fight so that we may have a better future!" Cheetara prayed as she zoomed off into battle.

Panthro was having his own difficulties at the moment. He and his squadron had been ambushed as they made their way through the forests towards the mountains. Several animals and quite a few humanoids were lying dead or bleeding on the battlefield. Nearby several teams consisting of cats, dogs, and other creatures were doing their best to keep their tanks moving and not turning over. It was chaos all over the battle field as many combatants abandoned their damaged rides and were fighting one on one with nothing but weapons or their bare hands. "This is chaos as it's most powerful. With this much bloodshed it's getting harder to tell who's on your own side. Berbils report in! Have you managed to sabotage the enemy transports? Mouser come in already! I need to know what our numbers are! Blasted is anyone hearing me out there?"

"General Panthro; we are in need of your assistance! We've encountered heavy resistance from some giant spiders over here! We've managed to pin down the creature, but it's got friends heading this way to eat us. Can you reach us to offer some assistance?" Dobo's voice shouted through the communicator. Panthro head snapped back as the sounds of agony filtered through the com and he could hear his old friend shouting orders to retreat and leave the dead.

"Dobo! Hold on buddy I'm sending you some aid. I hope I'm using this stupid tech right. Programming coordinates and arming cycles. Sending the Thundercycles to you now! Hope these help you out," Panthro replied launching the two cycles. They took off in a burst of speed zigzagging through the battlefield, flying over fallen trees and down tough rock faces. Through the video link Panthro was able to see what happened next.

The two cycles neared the pinned down group of mixed species. An Amazonian and Cat rode on top of a beast of burden. The female warrior was blocking the giant spider's legs with her shield while using her long sword in an attempt to impale the soft underside. Behind her the male cat aimed and shot his crossbow taking out at least two of the eight eyes. Behind them a female rabbit tended to an injured elephant while Dobo, a few of his men and a rhino tried to keep back the other spiders clubbing them to death.

One of the spiders's shot out a sticky thread wrapping around the rhino's horn. The beast dug down deep shaking his head trying to dislodge the arachnoids. The giant beast jumped backwards up onto a nearby bluff. The rhino went flying and was heading for the jaws of death when one of the Thundercycles zoomed onto the scene. It revved its engine slicing through the thread and sending a jolt of electricity through the thread causing the beast to roll over dead.

"Sweet ride! I think I'll take this for a test ride. What about you Dobo?" Rhino asked slipping inside the Thundercycle. He activated the weapon system targeting the remaining spiders and let loose a barrage of small projectiles taking out the rest of the menaces.

"Nice job Rhino, but we need to keep moving. There are more troops out there that need assistance. Panthro, if you can hear me we'll be taking the cycles to catch up with the group trying to keep Mumm-Ra's primary forces in the desert. Hope to see you there!" Dobo said into the radio. Settling into the other Thundercyle Dobo barked commands and the group headed back into the fray.

The Thunderkittens and Snarf had thought they had seen it all. Life in the slums and trying to survive Dog City had taught them much. Even being bonded to a deceased cat's soul was nothing compared to the battle they were currently involved in. Snarf's star sapphire cast it glow all over the field freeing enchanted animals from Mumm-Ra's spells, but only for a short amount of time. The former nanny was scared beyond comprehension, but continued climbing all over the enemy freeing them and imprisoning others with his gem's power.

WilyKit and WilyKat rode their hoverboards above most of the fighting. They would both dive in and out of different battles assisting quickly and vanishing before they were spotted. Their jaspers guided them to where they were most needed. WilyKat's ESP was going nuts as he led his sister to a narrow ravine where several Alliance members were boxed in by undead spirits. "This isn't good sis. If we can't stop those spirits from killing the Alliance members and bringing their souls to Mumm-Ra as treat then we're in trouble."

"Agreed, I'm going to try something new that Ocelata and Anet taught me. I hope this works," WilyKit told her brother. She closed her eyes and sank to her knees in prayer clutching her flute. As she felt her brother's mind guiding her through the ravine to their target she gathered the spiritual energies around her. Her whole body started to sparkle pink and her flute soon started pulsating.

"We're almost there sis. Be ready to act when I give the signal. One, two, three now!" WilyKat shouted. He flipped off his hoverboard and kicked it hard sending it flying into the scores of undead souls. The special metal used in the construction of the boards caused them to solidify for a few minutes and by attaching a salt rock to his fling he created a salt circle trapping the souls inside. Using his mental talent he connected to his sister sending her his strength.

WilyKit hovered over the circle basked in the light of the spiritual energy. Her eyes opened and she started playing a haunting, yet magnificent song on her flute. Soon the shapes of departed spirits who stayed behind in the Spirit Stone appeared by her side. With a blast from her flute they descended into the circle protected by their positive spiritual energy. It was the strangest battle anyone witnessed as the good spirits laid their hands on the undead souls purifying them. Once they were free of evil influence the spirits departed to the realm of the dead. The Alliance members trapped in the ravine spilled out shouting praises, but the kittens knew that this one victory meant nothing unless they won the war.

As the war raged on, neither side seemed to be gaining an advantage over the other, nor did it appear that the war was entering a long term stalemate all over. While the Alliance was unified and using the Stones of Power abilities to protect and defend their rights, Mumm-Ra and his dark magic was slowly swallowing up Third Earth. The monsters he had summoned had already slaughter many and quite a few animal tribes that had been enchanted had manage to overrun strong holds belonging to the Alliance. With the Dark Pyramid ripping apart the land it seemed that the battle would be lost if Mumm-Ra and his forces weren't stopped soon.

That's what Lion-O and Ocelata were hoping to deliver the final blow against their hated foe. They had pushed their beast of burden past his limits and been forced to abandon him when fainted from exhaustion. Ocelata and he had climbed to the tallest tree in the nearby woods waiting patiently for the Dark Pyramid to pass close by.

"There's an emergency entrance hatch near the top of the Dark Pyramid. If we can land near it, I can pry it open with my dagger. We'll then make our way to the central chamber. I believe that's where are target is. If we work together we may finally break free of Mumm-Ra's curse," Ocelata whispered. She fingered the growing mark on her stomach knowing that it was taking all her willpower to keep the evil at bay. She could feel Mumm-Ra and the Ancient Spirits of Evil trying to find her with the link, but she was determined not to give away her location.

"Ocelata, are you sure you can do this? I know that you're suffering. Maybe I should do this alone," Lion-O started to say, but she shushed him with a kiss. "I guess that answers that question."

"Lion-O we vowed to work together to finally end this war. I know that the prophecy has left us confused, but we have to believe that when the time comes the Book of Omens will help us figure out what the last line of my prophecy means. For better and worse we are in this together. Now, are we going to do this or not?" Ocelata asked, her Diadem shining brightly and the Sword of Omens lengthened and the rest of the Stones bathed him in their power. They were ready for anything.

As the Black Pyramid passed under them they both leapt from their vantage point and hit the side of the ship. Lion-O started slipping, but his wife dug her claw tipped gloves into the ship's wall. They climbed to the top of the Pyramid and used their blades to open the hatch. Using a simple wind spell to cushion their fall they proceed through the corridors heading to their target. If felt like a thousand eyes were on them. As they were passing through the detention cell area they were attacked by Slythe and the other generals as well as a few monsters and shades.

"We thought we have to scourer the battle fields searching for you two. Who knew you come to us gift wrapped ready to be delivered to Mumm-Ra and his masters?" Kaynar cackled.

"Hoot. Hoot I'm going to have so much fun beating you two within an inch of your life!" Atticus hooted.

"It's over Lion-O; your Alliance will fail and Third Earth will belong to the likes of us. You might as well give up now!" Slythe taunted aiming his gun and taking a shot at the lion's heart.

The Omen of Armor sprang to life as the Eye of Thundera pushed back the attack. The Spirit Shield formed and the elements started to form an aura around the two royals who felt their minds linked. Ocelata drew her dagger and got her claws ready. Her Item of Power was humming as rainbow colors replaced the silver metal. The two royals were ready to fight to the bitter end.

Slythe growled as he started firing his laser rifle at the two royals' intent on slaying them. Forget Mumm-Ra's orders, he had been humiliated by these two for the last time. He was going to kill them once and for all! Ripping out a power cord from the wall he hooked it up to his rifle increasing the power by fifty percent. Setting the rifle for wide dispersal he laid down a wide spread of destructive energy.

Ocelata jumped straight up and snagged power coupling swinging back and forth building up momentum. At the pinnacle of her rotation she released coming down hard on Slythe slamming her foot into his mighty girth. With him pitching backwards she flipped backwards her knee catching him under the chin. Crouching on the ground she sprang forward puncturing him with her claw tipped gloves drawing blood.

Slythe tail whipped up from behind her wrapping around her abdomen and brought her crashing down to the ground. Whipping her around him sent her flying into a cell nearly breaking her back in the process. With a smirk on his face he aimed his weapon right at her head. "Say goodbye cat."

"_Turbo!" _ The enchanted pink winds formed an air tunnel pushing the lizard back several feet. Slythe struggled to hold onto his weapon, but it went flying down to the bowels of the ship. Hissing he took a few steps towards her ready to strike her down with his scaly palms, but Ocelata stabbed him in the knee with her dagger. Her Diadem flashed rainbow light blinding Slythe. Rolling him over her shoulders into the cell she activated the force field. "I hope your time in here will give you a chance to repent for your crimes. You shouldn't hold onto all that anger and pride. Try learning some patience and humility it might help you in the long run."

"Spare me your sentiments Cat. Once Mumm-Ra and the Ancient Spirits of Evil enter into the battle you're going to wish you had stayed evil." Ocelata ignored him and went to help Lion-O. Standing between her and her husband was only a small group of monsters. Licking her lips she released her astral body onto the group ready take control and win this fight.

Lion-O moved through the air with grace and speed thanks to the combined powers of the Mind and Body Stones. The shades attempted to slip through the cracks in the armor to choke him to death. The Spirit Stone dazzled the shades obliterating them for good.

Kaynar and Atticus leapt on top of the railing moving in confusing patterns. They managed to strike blows causing minuscule dents in the armor. The Eye of Thundera responded by sending out a beam of energy at the two which they dodged. Subsequent attacks using the elements failed to capture the two generals. Lion-O was running out of steam when the Mind Stone granted him intelligence beyond compare. Without hesitation he flew towards the master controls and started activating the containment protocols. Kaynar and Atticus were subdued by the robotic restraints that popped out of the floor holding them in place. Collars snapped around their necks and they went down hard.

"That's one way to take out the trash. Come on all that noise has to have alerted Mumm-Ra that we're here," he told her. Suddenly both of them were sucked down a tube and deposited right into the ceremony chamber. Lion-O and Ocelata reached for each other, but were separated by a powerful dark spell. Lion-O was lifted into the air by powers of the Ancient Spirits of Evil before being dropped into a cage. The dark magic interfered with the Stones of Powers ability to function and he was soon all by himself with no way to defend himself.

Ocelata found herself with her hands chained above her with her dangling over the Viewing Portal. On a small altar the Book of Omens lay open to a specific passage. She struggled as Mumm-Ra approached her and the Spirits of Evil eyes lit up. "So you have returned to us High Priestess. You should have known that there was no stopping what was meant to be. Look into the portal and observe the beautiful chaos that our masters have brought to Third Earth."

The images changed showing the involvement of the Ancient Spirits of Evil. Even though they were still stuck in their realm they couldn't influence some of the battle. Weakened parts of the barrier allowed their powers to bleed through. Ocelata's eyes widened in horror as the pulsating darkness engulfed the _Feliner. _ Before her eyes she saw Tygra struggling to keep the craft in the air, but he was heading for the mountains for an immanent crash. The image changed again showing a split few. Cheetara and the other Spellbinders were losing their fight against the long necked monsters, especially the one that was about to swallow her whole. The other image was Panthro inside the Thundertank. It had been flipped upside down into a fast moving river and the passengers onboard couldn't get out. Another image sprang to mind as the kittens and Snarf were hiding in a safe house trying to avoid being shot at by enchanted animals. The whole Alliance was starting to buckle under the boost of power provided by The Ancient Spirits of Evil.

"How dare you beings use your powers in such a way? Haven't you tormented us enough? What more could you do to us? What more could you take?"

"We will have this world and the entire universe. You will bring us to your plane and breed the new evil. You will use your gifts to help us reclaim our rightful places as rulers of the world! You have no choice!" The four Spirits intoned her. The eyes shot dark power into her causing the evil to spread inside her. Ocelata screamed struggling to break free. If she completely turned then she knew she used the ritual in the Book of Omens to break through the barrier and be free once and for all.

"Don't fight it! Your destiny has always been to be by my side. Nothing can stop us now! Embrace your dark heritage!" Mumm-Ra shouted, already starting the ritual. He cut the runes into floor with the Sword of Plundar, its dark power stealing the life forces of all the departed fueling the ritual. Pillars of dark energy sprang up and the world around them darkened as Ocelata started speaking in tongues, performing the dark ritual.

"NO! OCELATA STOP! YOU CAN TAKE CONTROL! Ancient Spirits of Good if you can here me please! We need your power now! Help us protect our world from harm!" Lion-O prayed, clutching all the Stones of Power and his Item in his hands. He prayed again and again putting all his faith in the Ancient Spirits of Good.

His prayers were heard as the Viewing Portal turned from sickening pink to glimmering gold. The evil forces watched in disbelief as the Four Ancient Spirits of Goods positive energy washed out of the pool spilling across the lands, skies, and waters. The appeared in ethereal form on the battlefield, casting their protection over the Alliance, refusing to allow more bloodshed to continue on this day.

"No! They are breaking their own rules to do this! This can't be allowed!" Two Ancient Spirits of Evil bellowed. The sounds of explosions and distant shouting echoed across the chamber, but were muffled as if they came from far away.

"We're under attack! The Liaison Pumyra and a strike team have entered our compound. They seek to end us before our ritual is complete!" A third shouted.

"There's no time to break through the barrier on your side. Servant, bring the Priestess and the Champion to our realm. It is the only way we'll break completely through. By having her sacrifice the champion on this side the resulting energy will finally free us!" the Fourth instructed.

"As you command my masters; By the Dark Magic of the Universe, the Blood of Evil, and the Power of Plundar I combine this dark trio into a single power! Give me the power, the power of Rage!" Mumm-Ra the Ever Living shouted. The pools water was sucked into the Sword as his blood covered the blade. He plunged the sword straight through Book of Omens destroying it!

A vortex of evil energy appeared between the swirling columns. The winds were intense as Mumm-Ra dragged both captives into the Spirit Realm for the final showdown. Who would win and who would lose in the realm of the Spirits? Lion-O could only hope he'd find the allies and strength he need to finish this fight and complete the prophecy that had been foretold. As the emerged into gray and black realm he gripped his weapons and Stones praying that he could do what was needed.


	6. Prophecy Fullfilled

It took Lion-O a few minutes to adjust to what he was seeing. The realm of the Spirits was very different then Third Earth. For one thing it was extremely cold here. His fur was standing on ends as it tried to keep him warm. The light in this world was also duller and the air felt heavy and thick. His surroundings were also wispy and blurry, probably because his eyes weren't made for this kind of environment. He could hear sounds of a battle nearing his presences and almost taste the decay that was outside the Ancient Spirits of Evil home.

It appeared that Mumm-Ra had designed his ship to be a replica of the Ancient Spirits of Evil dwelling place. He once again found himself in a dark, metallic looking pyramid with glowing orbs of manna strung across the walls. The floor was covered in hieroglyphic writing with a huge Viewing Portal in the center. Sitting on giant thrones on the far wall were the enraged Spirits of Evil. They were gigantic and radiated power. Mumm-Ra in his Ever Living form barely reached their knees. The five of them seem to be drawing strength from tendrils of darkness seeping into the room and into their bodies.

Lion-O used the Sword of Omens to cut the bars of his cage freeing himself. The Stones of Power; now back in the realm of their origin, recharged themselves feeding on the miniscule positive energy. He spotted Ocelata near the edge of the Viewing Portal next to the remains of the Book of Omens. His wife was crawling towards him; the strain on her face as she attempted to block the spreading evil from consuming her whole body was obvious. Mumm-Ra used his dark magic to lift her high into the air. She struggled lashing out.

"Don't think that because you brought me here, I'll be anymore cooperative! I refuse to use my knowledge and blood to break the barrier and allow the Spirits of Evil access to the lower planes!" Ocelata snarled. She gripped her dagger charging it with positive energy making a diagonal cut. The dark magic vanished and she landed on her feet. Ignoring the fact that her left half of her body resembled Sekhmet again she refused to become a recusant. "No matter how many tricks you pull, no matter how much you try to turn me I will never be your High Priestess or your lover! If anything it's you Mumm-Ra that should consider assoil for your past actions."

Mumm-Ra laughed at the absurdity of her request. As Oceta before her she believed wrongly that love and kindness far outweighed the power of might and maliciousness. No matter, soon she would be enlightened again and help him conquer the universe in the name of his masters. "You are foolish to believe that you can avoid your fate forever. Your prophecy clearly stated that dark army's power would be the winners of the day. Despite the aid from the Ancient Spirits of Good there is nothing you or the so called Champion can do to prevent the release of my masters."

"Our Champion of Evil speaks the truth. Without your precious Book of Omens or its protector the ritual to sealing us away is lost forever! The only one that remains is the one to free us!" The first Spirit chanted.

"Our counterparts are weak and spread to thin to come to your aid. Even now they imprudently attempt to not only save your pitiful Alliance members from extinction they use what little they have left to protect the nobodies of this world. In the end all they are doing is prolonging their own deaths! We will take what we need from our loyal servants and use it to become the masters of this realm!" The second Spirit chortled.

"With the Stones of Power in our grasp there is nothing to stop us from claiming the planet of Third Earth for ourselves. Just as we did to Animala we'll strip it of all its manna and resources to amplify our powers. With the boost of power and the Sword and Gauntlet channeling our nearly limitless powers the universe will belong to us once and for all!" the third Spirit proclaimed.

"All that is needed is our High Priestess to sacrifice you to the void and use the powers of the Stones and Items to lift the barrier once and for all. How do you intend to stop us by yourself?" sneered the forth to Lion-O. The Lord of the Thundercats, leader of the Alliance and Champion of Good held his ground. He whispered the words "Whiskers along with a prayer for help.

At that exact moment the doors to the ritual throne room burst open. A smoke bomb slid across the floor spewing its deadly cloud all over the place. The distraction worked giving Ocelata enough time to run over to her husband as he invoked the powers of the Stones. Instantly he was covered in the Armor of Omens, his Spirit Shield up and his mind enhanced as the elements formed a protective cloak around him. Ocelata's own Item gleamed with power as she took a warrior stance. Sounds of feet could be heard so when Mumm-Ra blasted away the smoke he sneered at the sight before him. One champion, a half evil queen, and one winged liaison hovering in the air while her strike team took their positions. "This is the resistance the Ancient Spirits of Good put their hopes and dreams with? Do they honestly think that the seven of you even with their blessing can match up to our power and might? It's a joke!"

"Count again you monster. There are eight of us standing here ready to fight to end!" Pumyra yelled her crossbow sling aimed at his heart. Next to her the Spirit of Jaga materialized, his staff glowing with pure magical energy. Once the Book of Omens had been destroyed, his spirit had nearly ascended, but at the last possible moment Pumyra rescued him and brought him here to help in the final battle. "I have waited centuries for justice to be served. I vowed to make you pay for taking the life of my best friend, Oceta, whose only crime was to not love you Mufaska. She tried to save your soul and in turn you killed her and stalked her family line for centuries to come!"

"Today this conflict will be resolved once and for all. No matter the costs, no mater the risks or the lives that need to be sacrificed we vow to put an end to this today. Ready yourself monster for this is the beginning of the end for you," Jaga warned him.

His warning fell on deaf ears as the Ancient Spirits of Evil stood up from their thrones. "You're right protector this ends today! By the powers of Darkness and will of Destruction feed us the power of Evil. Let our rage build so great that we become unstoppable!" A cold wave of dark energy swept throughout the decay lands and from the battlefields on Third Earth taking with it the rage, arrogance, and hatred twisting it into a vortex that swirled around the five evil beings. They laughed in dark bliss as they powered up becoming larger, stronger, and more dangerous. Soon Mumm-Ra was double his size and the Ancient Spirits of Evil had grown so big that they shattered the ceiling to the pyramid.

Pumyra and her strike team were fearful, but not about to let the intimidation show. "The bigger they are the harder they fall. We have the blessings of Isis, Rhiannon, Hebe and Amaterasu. That will protect us from their evil magic. Attack!"

Norse and Aztec were the first both yelling their battle cries loudly. They threw their weapons, three sharp battle axes and two sharp knives taking on two of the Spirits of Evil, (the lizard and jackal). Native and Inca dodged attacks from the other two, (monkey and vulture) before using long range attacks against the. The four attacks bounced off the Spirits of Evil who fired beams of darkness at the strike team. The strike team dodged across the room still firing their weapons, but drawing no blood.

Meanwhile the four cats had their hands full with Mumm-Ra as he tried to decapitate them with his Sword of Plundar. His weapon's evil blade sang its song of death as he cut straight through the wall causing several columns to fall towards the group of four. Lion-O and Pumyra flew out of danger while Ocelata climbed the walls and Jaga sped away. Mumm-Ra cackled using his Gauntlet to block the attacks from Pumyra and Jaga.

"Foolish cats, do you really think you can defeat me with such weak attacks? You're end his here!" Mumm-Ra intoned as he flew across the room aiming for Lion-O. Jaga raced over hitting him in the side and sending him off course. Jaga twirled his staff gathering his magic before casting his spell. Ropes of golden energy wrapped around the evil one's limbs pulling him to the ground trying to anchor him. The more he struggled the deeper the gold ropes dug into his flesh, hurting him.

"Struggle all you want Mumm-Ra, these ropes are made of pure goodness, they will eat away at you until you are nothing, but a shadow of your former self!" Jaga warned him. He raced around casting more ropes around Mumm-Ra waist, neck, and his wings. The old cleric pulled with all his might dragging his prey down to the ground.

"You overestimate your abilities old man! You are nothing compared to me!" Mumm-Ra retorted grasping the ropes in his hands ignoring the burning sensation he sent a stream of pure evil down the ropes. Jaga tried to cancel the spell, but it was too late as his body was wracked with pain screaming as he was paralyzed.

Ocelata back flipped off the wall using her right glove tips to pierce the ropes freeing the cleric. He left side twitched wanting to cast a dark spell killing Jaga, but she rammed herself against the wall crushing her left half. With her right side still facing Mumm-Ra she used her telepathy sending a psychic bolt into his mind attempting to crush it.

"That tickled my dear, your going to have to do better then that if you wish to best me."

"Good advice lets see how you handle me!" Pumyra growled flying right into his face and raking her claws across leaving deep gashes. She twirled about avoiding the Sword's tip. The Gauntlet deflected her crossbow shots which were made up of pure spiritual energy. Pumyra stumbled backwards in the air as Mumm-Ra flew into the air reaching out to grab her with his hand. Pumyra wings flared shining a bright light blinding the Champion of Evil.

"Can't stand the light you monster? Then let me illuminate the world for you!"

"Liaison Pumyra, watch out!" Aztec shouted a warning. The Jackal Spirit of Evil opened his mouth sending a stream of dark fire at her. Pumyra tried to dodge, but was struck in the back her wings dissolving into nothingness. Aztec leapt into the air and caught the falling she cat. He rolled behind the altar flinging a scythe at the Jackal muzzle drawing blood and taking out a couple teeth.

"Don't worry we'll protect you! Native, Inca back me up! The three of us, must keep these monsters back." Norse commanded. He took the brunt of the attack from Lizard, Monkey, and Vulture blasted him with their eyes. He brushed off their attack jumped onto Vulture's scaly legs and started hacking away. Vulture tried to shake him off, but he wasn't going to let go digging his teeth into the flesh and holding on with all his vigor.

Lizard and Monkey attempted to physically squash Native and Inca, but Lion-O used the Spirit Stone to protect them. He then channeled the power of both the Mind Stone and Eye of Thundera through the Sword of Omens punching holes into the pyramid walls letting positive energy spill into the room sucking away there power boost. With renewed confidence Inca and Native redoubled their efforts to defeat the Spirits of Evil.

"We won't let you destroy our world for your own selfish gains! Too many have remunerated the fee for your aspirations and superciliousness!" Native shouted. He dodged left and then right, running up the side of the wall shooting arrows at Monkey's head. The Evil Spirit let them graze his skull before ripping apart the wall Native was on. The strike team member crashed to the ground and curled into a ball as pieces of the wall fell on top of him.

"Native! Hold I'm coming ahhhhhhhhhh!" Inca was lifted into the air and squeezed in a crushing hand. He struggled in vain as the Lizard started draining his life force. Soon he was near death and his captive was laughing as he watched the light fade from his eyes.

"That's right, die you pathetic soul. Let those worthy of life use your essence for grander purposes. Give me all your ahhhhhhhhhhhh!" Lion-O struck hard and fast landing on Lizard's arm and burying the Sword of Omens deep into the creature's wrist. The Eye of Thundera channeled its great power through the blade into his body. The ruby red energy sizzled and crackled destroying the hand dropping Inca. Lion-O used the Mind Stone to gently lower Inca to the ground before turning his sights to the Spirit of Evil.

The Armor of Omens sparkled growing a new weapon out of the shoulder and shot blasts of nanobots all over his chest. The tiny little machines buried into the Spirits body causing internal damage. As the Lizard backed off the other three moved in to attack, but Lion-O activated the Spirit Stone forming a protective barrier protecting himself. He struggled to keep it up as they pounded on it pouring their dark magic into it.

"Your powers are nothing! You can't even draw out the full potential you weak minded Champion!" Vulture screeched. His large wings flapped creating a wind tunnel sending Lion-O tumbling to the ground. As he worked to free himself the Jackal Spirit was ready to chomp him in half when Jaga, who had recovered his strength zipped in and rescued him.

"Champion of Evil, finish off the cats at once so we may proceed with our plans!" he commanded. The Ancient Spirits of Evil had wasted enough time with these petty beings. They had a ritual to prepare for. As the moved into position around the Viewing Portal to prepare for their freedom Mumm-Ra channeled all his dark powers through the Sword of Plundar doing a wide sweep attempting to take out every single enemy in one stroke.

Aztec, Norse, and Pumyra linked hands combining their spiritual powers with the blessing of the Ancient Spirits of Good. The power was strong forming a protective sphere around them. Bolts of positive energy flew through the air attaching themselves to the Pyramid walls. Once they touched them they started to restore the decayed and evil imbued metal to its former glory.

"Restoring the realm to normal gives us a little advantage, but not much. They still are stronger then us in this forsaken place!" Norse warned the group. He could see his friend Inca frantically trying to free the trapped Inca so they could interrupt the ritual ceremony that was starting. "We need more help. What about the Ancient Spirits of Good? Can they not come here to assist?"

"They're already doing all they can to just keep our realm from collapsing. The energy they're donating to repel the Spirits of Evil from Third Earth is taking up all their reserves. They can't help us without risking the planet's safety. If Third Earth falls now, then the resulting quintessence and manna will only give them more power to conqueror this realm and the entire universe!" Aztec reminded him, he was straining to keep up the sphere, but soon it cracked and splintered. He and his fellow spirit sank to the floor in exhaustion.

"Aztec! Norse! You will not win!" Pumyra shouted. She may not have her wings, but she could still fight. Using every trick she learned while fighting in the Pit she raced forward and tried to flip over Mumm-Ra so she could aim for his head. Right before she could manage it she felt someone send a psychic bolt into her mind. Pumyra was so startled she didn't see the Gauntlet coming at her. When she touched the metal shackles formed holding her in mid air. She started thrashing about yelling swear words.

"Silence healer, your life ended centuries ago. Allow me to send your soul to its final resting place. Your sacrifice will help us dissolve the barrier. Soon all the deaths around here will allow me to fulfill my role as High Priestess…. Noooooooooooooo! I won't let this happen!" Ocelata was fighting herself one minute aiding Mumm-Ra, the next going after him shooting her claw tips into his skin ripping downward causing more blood to spill.

"Why do you resist my love? Evil is taking over and soon you will be ours again. Take your place in the center of the Viewing Pool. Direct the energies and use their blood to finally rip open the barriers!" Mumm-Ra instructed. He used his link into her mind forcing her body to start walking towards the others. Ocelata was resisting him with everything she had not allowing him to control her.

"I have had just about enough of you torturing my wife!" Lion-O shouted. He attacked whirling his Sword of Omens in a deadly dance of blades. Soon Mumm-Ra and him were locked in air battle reminiscent of the one Leo had centuries ago. Mumm-Ra's powers compensated for his lack of Stones. No matter how many times he attempted to hack into his foe, Mumm-Ra's artificial armor protected him.

Mumm-Ra channeled his magic through the blade casting a spell of decay and death at Lion-O, who was unable to get out of the way. The Body Stone struggled to keep his body from falling apart. Ignoring the pain he connected with the Spirit Stone drawing on its wisdom. He could feel every Spirit in this realm, some dying and others fighting, trying to keep the world from falling apart. With a silent prayer he called out to them borrowing bits of their essences enhancing the Spirit Stone. When Mumm-Ra came at him again he held out the Claw Shield sending out ovals of spiritual energy.

Mumm-Ra spells froze some of the spiritual energy, but a few managed to hit their mark. His body shrunk each time one connected making him an easier target. Lion-O landed in front of him and used the Mind Stone to enter his foe's mindscape. It was so dark and black, he was nearly overwhelmed, but he found what he was looking for. A single red beating thread connecting Mumm-Ra to his wife. Using the Mind Stone's elemental abilities he formed a dam of different elements cutting off the connection. Unfortunately that left his real world body in danger and he found himself being tortured by the Sword of Plundar being impaled into his body missing his heart by inches.

"How does it feel Lion-O knowing that you've failed in your duty? That you couldn't protect the Stones or the Items let alone your people? That you are responsible for the end of the world?"

"He hasn't lost yet Mumm-Ra for his destiny is still being shaped!" Jaga informed him. The Cleric had come up from behind used his staff to punch holes in Mumm-Ra's wings. Ocelata jumped on top of Lion-O grasping the Sword of Plundar. Ignoring the pain and knowing she was putting herself at risk, manage to pull the blade out. With two swift kicks, Mumm-Ra the Evil Living stumbled backwards over Jaga as Pumyra moved into to heal Lion-O.

Lion-O wasn't looking good. The Stones of Power's light had faded greatly and their protection was gone. The Sword of Omens had shrunk back to its smaller size. Ocelata wasn't looking that great either. Though she was starting to regain control all, her left side and part of her right was turning dark. The Diadem was using its power to cleanse her repeatedly. She could feel the Ancient Spirits of Evil calling her. They had already gathered the necessary magic and created the tunnel to Third Earth. All that was needed was for her to do the ritual sacrifice and direct the energies and blood to dissolve the barrier.

"Pumyra, how he is? Will he live?" Ocelata asked anxiously.

"I'm doing the best I can, but he's very weak. He used up most of the power of the Stones already and we still aren't any closer to winning this fight. I refuse to let it end this way. They're must be something that were missing. Think, what about your prophecy hasn't come true yet? What were the exact words?"

"_The bliss of marriage is short lived as the underwater city sings for help. The tribes' unity grows stronger, yet the dark one still holds the power of destruction. Four shall become one. _We've been over this a dozen times. Our marriage has been blissfully short. We rescued Artica from destruction and the tribes united. The dark one has brought us here were his powers are strong enough to bring about destruction, but I still have no idea what four becoming one could mean!"

"Think hard! Does it mean the four of us have to fight as one? That the Ancient Spirits of Good should become one entity, what? They're has to be a clue! My Mistresses told me before I came here that all the help I needed to get justice for what happened would be here."

"I think…cough… I know…what it means," Lion-O coughed. He struggled to sit up. Ocelata helped him giving him a questioning look. He showed her the four stones and suddenly she knew what he meant. "Of course, the clues were always right in front of us!"

"What are you two lovebirds talking about? You better start talking I don't know how much longer Jaga can keep Mumm-Ra at bay!" Pumyra was looking at the aged cleric. He was doing his best to combat Mumm-Ra, but he wasn't doing much good. Her eyes also saw her recovered strike team making little progress at interrupting the ritual. She got to her feet and activated her Shine filling the dark room with light hoping to buy some time. "Well, if you two have a plan I would do something about it right now!"

"The original Champion used the powers of the Four Stones at once to seal off Animala from the Ancient Spirits of Evil for a time, Leo used their powers to defeat their Champion and land the ship safely, but always four separate Stones at once. Only by combining them into one can we truly win this fight, just as First Speaker Uli told us," Lion-O told her. He pried out he four Stones and held them in his hand. "Mumm-Ra may have destroyed the Book of Omens, but I'm sure any ritual into forming them into one exists in your mind. You have to try."

"Give me your Sword and Claw Shield now. Hold tightly to the Stones and focus your mind. I hope this works," Ocelata whispered. She placed her paws on the Sword and Shield, her Diadem glowing. She focused all her mind on the Items blocking out all distractions. The only thing that matter was the flow of energy coming from the Items. When they were finally all tuned in she began. "This trio of symbols represents all that is good. The Sword's gifts give us the might to fight for our dreams, the Shield defends against our threats and the Diadem cleanses us so that we may lead with unbiased values. These three symbols lend us your strength; merge what were once four into one gift. One gift that will restore the balance as it should be. Heart, Spirit, Body, Mind become one! Give us the power of the Champions of Good!"

The Sword of Omens, Claw Shield and Diadem of Prophecy shone bright silver as they formed a triangle. The Stones flew out of Lion-O's hand and hovered in the triangle. The Items of Power energy surged through them forming a circle. The square Heart Stone, the elongated Spirit Stone, the oval shaped Body Stone and diamond shape Mind Stone zipped inside. The circle flashed rainbow colors blinding all in the room. When it faded, the Items of Power had returned to their owners, but things had changed.

Both royals were garbed in flowing white robes with gold trim holding hands. Their Items of Power pulsated a silver light. In place of the Eye of Thundera a glittering white moonstone flecked with silver shone with such power and intensity. Everyone stared as the two royals opened their mouths speaking with the voices of ages.

"_After nearly a millennium the Stones of Power have been restored to their original shape, the Animala Moonstone. The power of this Stone is greater then any of the Stones alone by combining their powers and magnifying them a hundred times. When channeled through the special ore dreams and desires become reality. Only the purest of heart could possibly control such a power and not be overwhelmed," _Lion-O informed them.

"Then someone with the pure black heart of Evil shall have trouble taking the Animala Moonstone and using it to complete the plans of my Masters! At last we shall rule the universe!" Mumm-Ra bellowed. Behind him the Ancient Spirits of Evil were also smiling and pleased.

They reached out to take possession of the Item and Stone when Ocelata stepped in front of them blocking the way. Pure goodness radiated from her body, no traces of evil remained. When she spoke it shocked them that another voice had joined hers. One that all of them were very familiar with.

"_Mufaska, no matter how you've changed, I can still see you true self underneath this demonic form you've chosen. You had so much promise and potential, yet you gave away the most important part of yourself for what? Unlimited power and immortality that can be taken away on the whim of beings who care nothing for you? Mufaska, I still pity you."_

"No way, it can't be. You can't be here you died centuries ago, your soul must have ascended," Pumyra tried to rationalize. She looked at Ocelata and could see the ethereal form of her friend superimposed on top of the she cat. "It's really you, Oceta you've returned."

"What a pleasant surprise to see you again my dear. I have often thought about what could have been with you. Your descendent is just as lovely and charming as you are. I swore to you I would have you or you're descendent for myself and it looks like I get both for the fee of one," Mumm-Ra smirked. He looked at the girl before him with such desire that one could literally feel his lecherous thoughts. Finally after all these centuries what he wanted the most would be his.

Ocelata/Oceta gave him a sad look; one mixed of pity and unhappiness. She took a few steps closer, her radiance forcing him backwards while at the same time making him shrink. The power of his dark Items was slowly weakening. She looked over her shoulder at her beloved husband nodding at him. Angelic wings sprouted out of his back and he took to the air like an avenging angel. His duty was to stop the Ancient Spirits of Evil.

When Mumm-Ra moved to intercept him Ocelata summoned wind and gravity giving her the ability to fly unaided. She brought up her little dagger blocking the Sword of Plundar. With her other hand she grabbed the Gauntlet channeling the newly awakened power into it. The evil Item let out a shriek of pain as it was burned and scarred. The souls of those who died for its formation set free. Mumm-Ra was so startled he flew backwards to avoid having the same thing happen to his Sword

"Why are you doing this? Can't you see that evil is going to win? The only way your going to survive is by my side? I can offer you so much more then that pathetic Champion Lion-O ever could!" he shouted. Bringing the Items together he channeled their dark powers sending a stream of dark energy at her only for Pumyra to intercept it with her crossbow/sling. Her shot dissolved the attack. Her wings snapped back into existence once more as the positive energy from Ocelata/Oceta healed her.

Flying up to hover next to the ocelot she glared hatefully at the Champion of Evil. "You murdered my best friend in cold blood and have stalked her bloodline for ages. Because of your evil aspirations our home world is barren rock hovering in a near dead system! You stole all of the planet's manna and resources as offering to the Ancient Spirits of Evil. Their reward for blessing you on a journey to track down the Stones of Power and the ore needed to construct the Items of Power. I won't let you kill my friends a second time!"

"_Do you recall my last words to you my friend? Let me repeat them for you. "__In a distant time and planet, the blood of the chosen cats, forged in undying friendship with the tribes of old and new, will show the path to victory with omen and prophecy blessings. Through love's unwavering spirit, the twice born of virtue and peace will unbolt the gates to higher planes where the final battle of spirits takes place. Through courage and hope the evil shall die and the champion of evil shall meet his fate._ _Your end will come for you my former friend, but know that hope still shines for you for I foresee my descendent curing you."" My prophecy has come to head and now my beloved descendent shall fulfill her duty. Prepare for the end Mufaska." _

Lion-O was to preoccupied with his own duty to wonder about the safety of his wife and Pumyra. Joined by Jaga and the rest of the strike team Lion-O flew above the heads of the Spirits of Evil. The Animala Moonstone came to life as he focused its power. When his foes attempted to erase him from existence he held the Sword of Omens in front of his body; absorbing their energies with the Moonstone.

"Your Moonstone shakes and shivers under our power. Stronger then the originals it may be, but you are not one of us! You will never be able to use our relics to their fullest potential! You should give up!" Lizard shouted. He dipped his hand into the Viewing Portal scooping up the water and transforming it to acid. He flung the vile substance across the room hoping to dissolve the threat.

Lion-O flapped his wings creating a windstorm combining it with ice and water freezing the globes. He grew in size until he was twice as big as before. The Animala Moonstone glowed and soon he was surrounded by a legion of spirits. Those who had been killed by the Ancient Spirits over the millennium stood proudly next to the Champion's advisor Jaga. One spirit in particular looked at Lion-O with pride in his eyes. For the first time ever Lion-O's father, Claudius, saw his son as the hero he was always meant to be.

"You think we're afraid of some ghost army? We can wipe them out with a thought! Be gone you specters!" Vulture shouted. He waved his hand intending to dismiss them, but nothing happened. He couldn't make them vanish. "What is the meaning of this?"

"The power of the Animala Moonstone makes dreams a reality. These specters as you called them are no longer tied to the realm of the dead. I restore to them their flesh and blood!" Lion-O commanded. A shower of sparkling gray crystals covered the legion restoring them to life. Not stopping there he summoned his power which burst forth dissolving the Dark Pyramid once and for all. They were now outside in the decayed landscape that was slowly returning to life.

"What have you done to our home?! What are you doing to our realm? It should be reflecting our vision, our power, and our might! This is what it looked like before we altered it!" Monkey howled in anger and disbelief.

"What's happening is I'm restoring this realm to what it's supposed to be. Your vision has led two worlds to the brink of extinction. No longer will I be afraid of you. I am the spirit of unwavering courage; my beloved is the shining symbol of hope. Together we will end this conflict once and for all. In the name of the Ancient Spirits of Good, justice will be served!"

"Do your best Champion it still won't matter in the end!" Jackal laughed. The Four Spirits of Evil started merging together their laughter echoing across the land. They had become a monster with different parts of their animal forms sticking out. They had the long legs of the jackal, but the tail of the lizard. The monkey's chest and shoulders were connected to the Vultures head with his wings on the back. _"This is your destruction Champion of Good!" _

"I beg to differ! Animala Moonstone lend me your power. Give me the fortitude and courage to see this to the end! Everyone, we unite or die in this final bout. Attack!"

The legion needed no further commands. With Jaga and Claudius leading the charge and joined by the strike team the final assault began. The first pulsation of evil knocked out several soldiers, but more pressed on. A tail sweep sent several troops soaring across the battlefield while others were stomped to death. Many in the legion aimed for the bare chest, but their attacks seemed to bounce off the monster chest. Only Jaga's magic seemed to have an effect. He used it to create a cavernous injury on its chest from the inside out. At the sight of black blood oozing out cheers were head as they pressed on aiming for vital targets such as the eyes and beak, even the wings and joints. Claudius was especially good at using his physical strength to tear chunks of skin and bone off his target.

The monster screamed and flailed about dislodging the former king of the Thundercats. With an inhuman screech the monster opened his beak and spewed out dark magic disintegrating more of the legion. The creature pounded the ground with his giant hands causing the ground to shatter and splinter open. He bellowed and charged forward radiating evil kicking and waving his limbs trying to take down the army.

Lion-O would have none of that dive bombing the creature and slashing the Sword of Omen slicing open the sides. The Claw Shield deflected the attacks sending them back as positive magic which the creature dodged. Whenever the magic missed it exploded on the ground transforming more of the realm back to the way it was. The healing energy spread out from the epicenter reinforcing the barrier and giving the Ancient Spirits of Good a much needed power boost.

The merged monster was not pleased at all. Opening its wings wide it soared into the air with incredible speed. Lion-O darted away flipping over its back side using the Animala Moonstone once more. The silvery energy danced over the creature as it attempted to shrink and depower the beast, but it was over powered. As it turned for another run at him Lion-O made multiple holographic copies of himself to confuse the creature. Each one had a fraction of his power. Each of them assaulted the creature causing minimum damage before being wiped out with a fierce tail swipe.

Lion-O recalled his holographic creations and used the Animala Moonstone to form a giant cage around the monster, but it dissolved into smoke slipping through the bars. As it came back together it copied Lion-O's trick creating chibi copies of itself to send at the champion. It met fierce resistance as Jaga used a powerful spell to create flying platforms of earth for the remaining legion that shot up into the sky. The members intercepted the chibis dragging them down to the platforms and wrestling about them.

Lion-O surveyed the battle before him. His army was dwindling, getting weaker by the minute. The merged creature was losing power, but not as quickly as he wished despite his attacks. He had hoped that by cutting it off from renewing itself from the environment he could even the playing field. It had worked, but not as well as he hoped. He could feel the Ancient Spirits of Good in the distance. They were coming as quickly as they could, but would reach him too late for any real help.

Bringing the Sword of Omens up to his eyes he activated Sight beyond Sight calling forth the image of his wife. She and Pumyra were locked in hand to hand combat against Mumm-Ra. Though greatly weakened he was far from being defeated. Both Pumyra and Ocelata were full of fear as they struggled on using their gifts to counter the overwhelming power of their foe. Lion-O lowered his weapon as self doubt started to fill him up. "This battle is never ending and so many have already lost their lives. Even with the unimaginable power of the Animala Moonstone I can't win against the Ancient Spirits of Evil. Is this truly the end?"

_"It is only the end if you believe it to be," _an old yet powerful voice vibrated in his mind startling the Champion. He looked around wondering who spoke when his gaze fell on the Stone. The flecks were swirling as it blinked at him. The consciousness in the Stone addressed him again. _"Remember Champion, the power of imagination and dreams are far greater then the chaos and violence you're surrounded by. Recall your trials, how you learned their lessons and how when you were at your lowest with self doubt you rose higher then before because of your unwavering confidence in yourself and the people who believed in you. You have all you need to win this war. Don't give up when you are so close to averring triumph from the monster's dark heart."_

"You're right, I can't let self doubt destroy my confidence. I can still win this if I believe in myself. Think Lion-O, the Spirits of Evil have merged together creating a nearly indestructible form. They are weakening, but slowly. Jaga managed to hurt it with a spell from the inside hmm that's it! Animala Moonstone, I ask you to give me the power I need to win this war and protect all I love. Thundercat Ho!" Lion-O didn't hesitate as he dove down to meet his foe who had been climbing to meet him in the sky. It opened its beak wide ready to snap him in half. With precision timing Lion-O allowed himself to be swallowed by the beast in one gulp!

Mumm-Ra watched Lion-O being eaten by his masters and let out a mighty bellow. The pathetic child king had given into despair and chose a quick death to a long drawn out torture. "You see my dears; your Champion has given up! My masters will soon finish digesting him and when he's gone the Stone of Power will merge with them. We will become unstoppable. You have no hope left. Your only chance for survival is to surrender to us."

"I wouldn't be so cock you bastard! A Thundercat never gives up! I don't know what Lion-O was thinking, but I believe in him! I won't give up until my last breath!" Pumyra snarled doing an axel kick and cross punch. Reaching into her pouch she pulled out a vial of poison throwing it at Mumm-Ra. The vial shattered against his skin slowly dissolving his flesh.

Mumm-Ra was not happy about that. Ignoring the pain he grabbed the puma in his right hand and was about to snap her neck when Ocelata/Oceta came up out of nowhere and touched his wrist. The Diadem glowed white Mumm-Ra started feeling weird. His mind was rattled as he felt her unwavering courage take hold. In shock he dropped the puma and stumbled backwards.

"What did you do to me? Answer me right now!" He screamed in wraith and his hand reached out for her. She caught it in glowing red paw watching patiently as it became a shriveled bandaged limb. "What is happening?"

"_What I/we foretold would happen Mufaska. You gave into evil embrace, committing sin after sin in your quest for power and immortality. In your time as the Champion of Evil you have caused much pain and hurt, but now thanks to me/us you will come undone by the virtues you discarded. You installed fear in others, which is counter by unwavering courage. You attack with wraith, but patience endures longer." _Ocelata/Oceta explained.

Mumm-Ra looked at her in disbelief. He couldn't no wouldn't be defeated by the she cat that was destined to be his! She wasn't suppose to win he was! His Gauntlet came to life powered by his lust full thoughts. Its magic sprang out cocooning the ocelot only to vanish by a yellow glow of chastity that trailed back to his Gauntlet destroying it. As he sloth liked moved towards her she kicked his legs encased in indigo energy with great diligence. They to reverted back to his mummy form.

"_You can't lust for something you'll never have my old friend remember? Don't you understand that's why thoughts of chastity rendered your Gauntlet inert and my diligence undid your sloth like movements. It's not too late to repent. You can still be saved."_

"Silence! I will not be mocked by the likes of you! If you think I need to be saved, then you are wrong just as the two of you were long ago! Only I know what is right not you! All I need is this weapon to prove it!" Mumm-Ra shouted with greed and envy. The duo side stepped his strike gripping the weapon and arm tightly. They channeled purple and green energies into his body dissolving the Sword of Plundar and restoring him to his mummy like state.

_"A charitable act of kindness has made you powerless. What will it take for you to realize that you were wrong? You can still do the right thing to save your soul from eternal damnation."_

"You're words are wasted on a being like him! He has no soul remember? He sold it to feed his glutton for dark magic and to inflate his pride as the most powerful being on Animala. You can't save him!" Pumyra growled.

"She's right you know and I do it again! Evil is always the stronger power. I may be decayed again, but I am still powerful and immortal!" Mumm-Ra roared. He was about to cast a powerful spell when Ocelata/Oceta froze him with one of her own. She turned her hand intangible and reached inside his chest. Mumm-Ra tried to move away, but couldn't. His entire body flashed blue as his dark magic left him after he was filled with temperance. As the she-cat removed her hand he fell sprawled out on the floor in his true humbled cat form outlined in orange.

"What…have you… done to… me? Why am…I… so…weak?" he whispered looking up at her in confusion. She had a dark ball of spinning energy in her paw. With a gentle squeeze she crushed it revealing a tiny fragment of silver and white.

"_This is all that's left of your soul after all this time. You thought it was gone for good, but a fragment remained trying to get you to do the right thing. Since you won't repent then there is only one thing left to do. I'm sorry Mufaska; I hope you can live with your choices." _ Ocelata/Oceta said as she used her rays of hope to send his soul to the afterlife knowing he wouldn't be ascending. Mumm-Ra vanished never to be seen again.

In the sky above the merged beast was laughing have thought it finally won this war. Nothing could stop it now! The Champion was dead and soon the universe would belong to it! That was their last thought as there heart was impaled from the inside. They shrieked as dark blood spilled out from all parts of their body. A white light formed on their abdomen growing bigger and bigger until they vanished from the inside out leaving only a smiling Lion-O.

The war was finally over! As everyone cheered the Ancient Spirits of Good arrived on the scene. It was time for a little clean up work before sending the Champion and his wife home again.


	7. Untold Future

Everyone bowed their heads in the presences of the Ancient Spirits of Good. The four ethereal ladies waved their hands asking for them to stand. They looked at the royal couple and bowed to them. The look of gratitude on their faces said it all. They were very proud of the two of them.

"Well done young Champion. It appears that we chose well when we tuned the Stones of Power to you. You have done not only our people a great service, but you have done the universe a favor by finally putting an end to the destruction and death the Evil Ones caused. Thank you from all of us," Isis intoned to Lion-O. The young lord managed to look very humble accepting such praise from her.

"Many thanks to you as well young Priestess and Queen for all that you have done. Not many could stay so vitreous when darkness lurked inside their very soul. You have done justice to your bloodline. Never think for a moment that you were not meant to be alive now enjoying the happiness you have found," Hebe implored to Ocelata, who blushed at hearing those words.

"My Mistress, is the war truly over? Have the Ancient Spirits of Evil and the betrayer Mumm-Ra finally been defeated? Is the universe truly safe from their maliciousness?" Pumyra questioned in a concerned voice. Out of the corner of her eyes she saw everyone else tensing. They were also wondering the same thing.

"Be at peace our liaison. Thanks to the Lion-O and Ocelata, the Ancient Spirits of Evil and their evil Champion Mumm-Ra have been sent to a place where they can no longer harm anyone. They will never return and with their destruction, much of their harm has come undone, though the price paid for it was quite high. Many lives and worlds have been lost and it will take eons before everything is the way it was, perhaps never returning to that way again," Rhiannon explained to everyone assembled.

"All that remains is a few loose ends that must be tied before the two of you are returned to Third Earth. Lion-O, you use the powers of the Animala Moonstone to bring back those who had past on. Ocelata, you may not have called your ancestress soul, but that doesn't change the fact that the two you have broken one of the most sacred rules of the universe. Those who have died must return to the world of the dead," Amaterasu explained patiently.

"Do we have to? I mean Ocelata was able to return to the living. Why not my father or Jaga? Now that the Book of Omens is gone, Jaga has no place to anchor his soul to our world. He would ascend to the world of the departed."

"Lion-O, there is nothing to fear about death. Your trials showed you that. While it's true that sometimes there are ways to return to the living, those are not an option for us because our spirits have fully departed and belong to the realm of the dead. As much as I enjoyed being the Keeper of the Book of Omens, I am looking forward to my everlasting rest," Jaga told him.

"I wish things were different as well my son. I have watched you from here growing into a strong and smart leader. You have done what no Lord of the Thundercats has been able to do for centuries, to see beyond our own misguided superiority issues and united the people for a common goal. I am very proud of you Lion-O. I see now what Jaga has always known. That you would be a king unlike any other; one who would show our people a new way to live. You don't need me or Jaga to guide you anymore. All you need is your friends and wife to stand by your side. Never doubt yourself my son, for you are going to be a far greater king then I ever was," Claudius told his son. He gave him a heartfelt hug patting him on the shoulders.

"I do am ready to return to my rest with my family and friends. I only returned because the Diadem infused with the power of the Animala Moonstone called me here to help my descendent in time of need. Pumyra, will you be joining me?" Oceta asked, her eidolon form leaving Ocelata's body to hover next to her friend. "You only became the Liaison in order to get justice for me and help the Ancient Spirits of Good win the fight to preserve the universe. Now that the universe is safe will you ascend again with me?"

"I made a vow to serve my Mistress until they no longer needed me and it us up to them to release me from that vow. If they feel that I have done my job I will join you, but there is something I want to know first. Its true the Book of Omens, a gift from my Mistresses is lost, but the remaining Items and Animala Moonstone still exist. We have seen both the blessings and the curses of having such gifts on the lower planes of exsistance. I question allowing even the Champion and his Queen to keep such gifts with them. Lion-O, Ocelata, can you ensure that these precious gifts will never be misused? Are you willing to make the hard choices to ensure that the powers are never abuse or fighting breaks out once more over them?" Pumyra questioned them.

Lion-O looked at the Sword of Omens admiring the Animala Moonstone. His Claw Shield had a brilliant sheen dazzling the crowd. Next to him Ocelata had taken off the Diadem of Prophecy examining the precious Item that had helped her come into her role. Both Items had been forged from otherworldly ore helping to channel great power. They had promised once victory was claimed to share the powers with every tribe. To use the Stones gifts once more to bring about a new era of culture, science, and peace, but was it right to continue to use such powers knowing what they had caused?

"This gift were meant to be used for the best intention by fostering peace and cooperation, just like the Book was meant to preserve our past and help shape our future, but as we've seen there are some mysterious that should never be questioned. The uncertainty of the future is what makes it so exciting. If we knew what was to come we may never work to create the future we want? Having the power to purify hearts, to keep evil at bay and getting glimpses of what to come is a great tool when used right. But there are still those who would force others to follow their will not caring about the consequences. As much as I love my Diadem, I can't in good conscious take the risk that one day in far future its power might be misused. Ancient Spirits of Good, will you take back this Item and keep it safe?"

"Of course young ocelot, we'll ensure that no in our realm misuses the powers of this Item now that its back home," Isis told her as she gently took the Item and cradling it in her hands.

"What of you Lion-O? The Sword of Omens has been a part of your family's legacy for centuries. Now that the Eye of Thundera is gone; it's been replaced by a much more powerful Stone. The Animala Moonstone has all the powers of the original four magnified to a tremendous degree. It even has the ability to make dreams a reality. That is awesome power and one that must be used carefully. Are you sure that you can use it responsibly?" Hebe questioned him.

"Your world has been devastated greatly by the war. Even with our powers many lives have been lost, your planet ravaged and it could take a long time to recover. With so much uncertainty having your Sword and Shield might help keep the tribes allied with one another. Now that the danger has passed many old grudges might come up again and undo all your hard work. Using the Animala Moonstone's gifts might be just what you need to survive," Rhiannon pointed out, but Lion-O shook his head.

Lion-O shrunk the Sword of Omens placing it back inside the Claw Shield. Without hesitation he removed it and gave it Amaterasu. "The Sword has been part of my legacy for a long time, but the time has come to create a new one. No one, not even me, should have such power to alter reality. If we are to rebuild our world and create the future we want, then we'll do it without your help. Our worlds must never cross paths again. As much as we've helped each other we've also caused problems for one another. You tried to keep your war from spilling out to us. You hoped your gifts would protect us and for a time they did. In exchange you learned so much about our universe from us, but it can't be this way any longer. I, we, need to make our own future."

"Agreed, we promised the other tribes we share our power, but if there is no Stones or Items, then we'll have to keep the Alliance going through diplomacy and hard work. It's the natural order of things. Still, we can't return without some kind of symbol to show our victory. A symbol to help rally the Alliance around this new reality," Ocelata pointed out. "I know that we can be a symbol, but we need something a little more tangible, to help keep the tribes united."

"There is something! Hold on a second," Pumyra told them. She flitted up to Amaterasu and whispered something in her ear. The Ancient Spirit of Good nodded and cupped her hands. Two balls of manna started forming and inside were the outlines of items. When the manna dissolved she handed the items to Pumyra who presented them to the royal cats.

"You're giving us copies of the Items we've returned?" Ocelata asked confused. Why would they do something like that? That's when she noticed the diadem in her hand wasn't made of the same supernatural ore. It looked to be made of bronze with a few rainbow gems dotting it. As she placed the relic on her head she could sense a strong power emanating from it, it was different then the one she was use to. It felt as if one of her emotions was building up inside her and she couldn't wait to share it with others.

Lion-O's relics also resembled the Items he gave back. The sword was beautiful made of a strong alloy with symbols decorating the grip, its blade medium length and had a sparkling orange citrine on the hilt which bore a cat's eye. The shield was a bit larger, more bronze then gold and the tips were made out of steel. When he put them on he felt his courage and confidence levels sore. The gem sparkled indicating it had some kind of power. "I don't understand. What are these relics?"

"These ancient relics were the inspiration behind the Items of Peace/Power. The leaders of the Cat tribe had these items sent to the Sanctuary of Peace to be blessed so they could survive through the ages. Upon my death I managed to retrieve them before they were lost. The Diadem of Hope, was used to increase hope its wearer and allow them to inspire it in others. The Sword of Courage and Shield of Confidence ensured that the Cat leader would never go into battle without the emotions needed to win. The Gem of Unity inside the hilt helped keep the tribes united during conflict. These relics can be used as the symbols you need to keep the Alliance strong for the near future," Pumyra explained to them.

"Thank you, we promise to use them wisely. I believe its time for us to return to our world. Though the future is uncertain I'm willing to work towards an ever lasting peace no matter how long it takes. In order for us to truly take control our worlds must never meet again. I hope that your own future is as bright as ours is right Lion-O? Lion-O?" Ocelata spoke out loud, puzzled why he hadn't responded.

She turned her head and saw her husband saying his final goodbyes to his father and Jaga. Both Thundercats spirits were reassuring him that everything would be alright. That he had nothing to worry about and that he be the great king the Thundercats had ever had. Once he finally let go he took Ocelata's hand and beckoned for the Ancient Spirits of Good to return them home.

The female Spirits merged their powers together to first open a pathway to the realm of the departed. All the restored spirits went through the white gates happy to at rest once more. The last one was Pumyra, restored to her original form from when she died. With one last smile she entered her eternal resting place after finally achieving justice. The world rippled around them as the Spirit Realm was restored to its former glory. The last thing the couple saw before being returned home was the Ancient Spirits of Good smiling faces of gratitude.

Third Earth had been forever changed by the war raged there. Though the Ancient Spirits of Good had managed to halt and partially undo the destruction by their counterparts, the world was still scarred. Many lives had been lost on both sides, some with lasting injuries that would change their lives. The territories and homes of many Alliance members were in a state of ruin. The El Darians were doing all they could to keep the manna from disappearing. Yet a sense of triumph and freedom was felt by all.

Dobo and a few others had managed to capture the Generals and other members of the Dark Army. Thankfully the high security maximum prison had been undamaged during the fight. With the Weasels help the cells would become escape proof. Meanwhile the Berbils, Rats, and Vultures were working to salvage as much tech to repurpose for rebuilding efforts. Other Alliance members were helping with recovery efforts and helping heal the injured. Some were creating temporary camps for the tribes to live in until their homes could be fixed.

In one of the camps several people were tending to the wounded including Cheetara. She was using the gems to help tend to the some of the less serious injuries. Meanwhile the twins were using their gifts to help comfort those who had been traumatized by the war while Snarf ran around delivering supplies. Tygra and Panthro were not far off coordinating efforts with other Alliance leaders and compiling reports on the aftermath of the war.

"According to the latest reports coming in the Fishmen and Elephants lost nearly a third of their people during the fighting. Many of our new members suffered critical injuries do to the lack of coordinated training, but their leaders assure me they're going to live if they have anything to say about. I'm doing my best to send aid where it's most needed, but with half our fleet disabled its going to take some time. Hopefully we can stretch our remaining supplies to help tide us over until we can make the environment habitable again," Panthro informed Tygra after getting the new numbers in from Sugar. Those who could fly or glide were being used to send messages or bring aid while the communication was done.

"According to the Spellbinder Counsel and the Seven Seas assembly all traces of the monsters and enchanted creatures has vanished. It appears that whatever force summoned them has completely been eradicated. There are still few pockets of resistance, but they should be dealt with swiftly. I think it's a miracle that the Alliance didn't lose more then what we did. We can still rebuild and many of us made it through. Though I have to wonder if we can keep the Alliance going without Lion-O and Ocelata," Tygra admitted.

"Still no word if they're alive? Witnesses saw them enter the Black Pyramid and watched it vanish before their very eyes. The moment it was gone the air felt so much lighter and cleaner. I have do doubts that Mumm-Ra and his masters are gone. Do you think they lost their lives in the final battle?" Cheetara asked coming over.

"No they're alive! We would have felt something if they had passed. I don't know where they are, but something tells me that Lion-O and Ocelata are alive!" WilyKat exclaimed.

"They've both survived impossible odds before. They even came back from the dead. If we have faith they'll return to us safe and sound," WilyKit insisted. As soon as she finished speaking everyone watched as beam of blue white light shot down from the sky just outside the ruins of Thundera. The air was charged with feelings of goodness, kindness, hope and confidence. The Thundercats didn't hesitate to jump into the Thundertank and head to the source of the light.

Upon arriving at the remains of their once proud city they were treated with the welcoming sight of seeing their loved ones walking towards them. They all jumped out of the Thundertank racing over to hug team with tears of joy steaming down their cheeks. Everyone had questions, but the couple promised to answer them when the time was more appropriate. Right now the concern was helping restore Third Earth.

About two weeks later the Alliance had managed to work together so everyone was in reasonable health. Homes and lands had been partially restored and environment was starting recover showing signs of new life. The planets manna was also getting stronger healing planet from the inside out. Those who could had assembled in the makeshift courtyard just outside the Thundercat Palace awaiting the couple to speak.

Rumors and speculation about the final battle had been running rampant. Many were wondering why Lion-O and Ocelata hadn't used the Items and Stones of Power to help sped up the recovery efforts. Most of the tribes still had worries that Mumm-Ra and his Masters weren't really gone and that they would return.

At last Lion-O and Ocelata appeared on a repaired balcony overlooking the crowd with the Thundercats standing guard over them. Master Chem had cast another spell so everyone could see and hear what the Champion had to say. Once the noise died down Lion-O took a deep breath and started to speak.

"I welcome everyone to what will one day become the New Thundera. I know that you all have many questions and I will try my best to answer them. Please don't interrupt until I have finished speaking. Many of you have asked for details about the final fight, to have some assurance that the evil that has plagued us will never return. I promise the words I speak are the truth of what happened."

"In the final battle my wife and I managed to take out Mumm-Ra's personal guard, but he had laid a trap for us capturing me and using his dark magic attempted to corrupt Ocelata, but she resisted with all her might refusing to allow his Masters free reign in our world. In a desperate attempt to win they transported the two of us to the Spirit Realm. Joined by Liaison Pumyra, her strike team and the spirit of Jaga the Wise we fought against the Ancient Spirits of Evil and Mumm-Ra the Ever Living. Both Champion and Master had their powers increased and for awhile we struggled. It seemed that all hope was lost, until we figured out what the final line in Ocelata's prophecy meant."

"I'll take it from her beloved. The prophecy spoke of combining the four Stones of Power as one to form the Animala Moonstone. This Stone of Power not only possessed all the powers of the other four Stones, but could make dreams a reality. When tuned to the Items of Power their full potential unlocked. Lion-O fought with courage and great confidence against immeasurable odds when the four Ancient Spirits of Evil merged as one beast. With the help of the Spirit army he raised he managed to go inside the belly of the beast and use the Animala Moonstone to vaporize them once and for all. While this was going on I was being aided by the spirit of my ancestress and Liaison Pumyra. Together we placed virtues inside Mumm-Ra, his black heart couldn't handle all the good inside of him and his soul descended into hell. He will never bother us again!"

Cheers went up and everybody was shouting in joy and relief. Finally the plague that had lasted a millennium was gone, but what had happened to this Animala Moonstone? Why was the couple holding/wearing relics that resembled, but weren't their Items of Power? Another hush fell over the crowd, this time in shock and anger that the Champion and his wife had made a choice for all of them. They chose to give back the gifts to the Ancient Spirits of Good, gifts they had promised to use to aid the Alliance. Many members started shouting threats and chaos threatened to break out destroying everything they worked for.

Lion-O brought up the Sword of Courage whispering to the Gem of Unity. A crisp glow washed over the crowd, dispersing their anger and rage, replacing it with feelings of community, friendship, and love. Replacing the sword Lion-O once again spoke. "Your anger is justifiable. We promised to use the powers we'd been gifted with to help the tribes of Third Earth prosper. To aid us in becoming equals and help all of us achieve our dreams. I was tempted to ignore the past and keep the gifts we'd been given. After all, the Ancient Spirits of Good had made no move to take them back by force. We could have returned home, learned from our past and prevented the misuse of the Items and Stone."

"Then why didn't you? What gave you the right to make a choice that affected all us? If what you say is true about the Animala Moonstone we could have wished our world back to normal, perhaps save those who lost their lives. Why did you give them back?" Crysta shouted from the middle of the crowd. The Amazonian leader had lost many in the fight and was filled with anger.

"Because no one should have that much power; as much as we try to learn from the past so we don't repeat it, there will always be those who will misuse the powers. Even a person with the best intentions can cause more harm then good in a person wishing to create chaos. When I wore the Diadem of Prophecy I can tell you it was an awesome responsibility. I had the power to keep evil from infecting others, to purify those tainted by darkness and see glimpses of the future. It was an amazing power, but it took every ounce of self control not to misuse it. I didn't want to live in a world were every day I struggle to make sure no one suffered because I didn't use my gift correctly or vice versa. The same thing applied to Lion-O and his connection with the Stones and Items. We know we promised you to use the powers to help everyone and maybe we were wrong to give them back, but we'll never know. Still can't you understand why we chose to ensure no one was ever harmed again by these powerful objects?" Ocelata questioned the crowd.

The crowd was still grumbling unhappily and many were too caught up in the moment to really see the big picture, but then Anet trumpeted causing everyone to look at the large elephant.

"Thank you my friends. I understand how you feel. For generations we Elephants protected the Spirit Stone and used its powers to help us reach enlightenment. The people of Artica were able to make use of the Mind Stone's elemental abilities to create their city while at the same time increasing their intelligence. We have also seen many tribes benefit from use of the Body Stone for both physical and tech potential. The Thundercats have also used the Heart Stone for generations to help aid their ruler. I am not dismissing the uses each stone had nor saying it was wrong to use the Items of Power to channel their incredible gifts, but look at how unbalanced we became because of them? So many times using these gifts created chaos and harm for those who used them. These gifts made us complacent, arrogant, dare I say manipulative. Our Alliance managed to win our war by using the bonds we formed and our own special talents. If we are to create a future where we live in peace and harmony we must do so without outside aid. It us up to us to find balance and trust in this new world. Are we that willing to return to our old ways because of the loss of a few stones and items? Are we not better then that?"

"Anet speaks the truth and fear not; we have recovered ancient relics that are ancestors used as symbols for our tribes to look towards. These relics have their own special powers; they inspire hope, courage, and confidence in all people. It is unwise to know to much about our future, the best we can do is live our lives the best we can so we may shape our own future according to how we live and work together. I know I have asked for your allegiance before, now I ask you for you to have faith in not only me, but everyone you see. Together we will thrive as one united world. Are you with me?" Lion-O questioned the tribes scanning each of them with a critical eye.

At first no one said anything, the silence was deafening. Then slowly the Berbils began clapping and cheering. Others soon joined in and within minutes everyone was chanting and praising the glory of the Alliance and expressing their faith in Lion-O and his friends. They had kept their promise to rid their world of evil. Working together there was nothing they couldn't do. As Tygra and Cheetara officially coroneted their royals the rest of the Cats let out cheers and expressed their happiness. Many were calling for a celebration and soon a party was underway.

All night the tribes celebrated with music and dance. Everyone contributed something to the feast. Friendships were formed between those once bitter rivals. Both humanoids and animals challenged each other in friendly competition. Families were reunited with loved ones, including the Thunderkittens with their mom. She was very angry with them for running off, but was pleasantly surprised by the treasure they brought back and their new found talents. She was also amazed by the fact they had become members of the royal court. It appeared that the future was going to be a bright one indeed. As the night wore on Lion-O and Ocelata enjoyed some time to themselves; happily cuddling and discussing the possibilities for the future. As they gazed upon the stars and moon they felt renewed hope for the unknown future.

_One Year Later_

In the year since the defeat of Mumm-Ra the Ever Living and his masters; life on Third Earth had changed for the better. Though the planet still had scars from the battle, new life had sprung from the battlefield. Trees and flowers were budding and all the planets territories had been repaired. New oasis had sprung up in the desert, the mountain ranges were no longer filled with rubble, and all the water sources had been scrubbed clean. The villages had been repaired and relationships between the tribes had improved greatly with new distribution of lands for everyone to use.

The humanoid El Darians and Amazonians numbers had increased as well. They no longer felt threatened or overwhelmed by the sheer number of animal tribes. Working together they help heal the ley lines evenly distributing the manna throughout the planet. They had also been helpful in keeping in line tribes of monsters that had survived the final fight.

What was most exciting was not the rebuilt New Thundera, but the ruins of Animala City had been restored to their former glory. Families from all the different tribes lived and worked there rediscovering lost arts and sciences. In the restored temple the representatives from each tribe of the Animal/Humanoid Alliance Council met to discuss current events and projects to help further understanding and trust with one another.

A meeting was taking place right now to discuss the possibility of creating a memorial to honor all those who had fallen. It would also act as reminder so that future generations would never repeat the mistakes that had nearly destroyed the tribes long ago.

"I agree that a memorial is the perfect idea with the one year anniversary upon us. A collective project with all the members working together will help benefit us all by reminding us what we went through. As you know tensions are still a bit high among some of the tribes. By creating a common goal hopefully those tensions will vanish. The questions that remain are what kind of memorial should we create and where should it be put?" Trellia squeaked. The flying dolphin was in a portable tank and through a translator on the side was able to talk with the other members of the Alliance Council.

"The memorial should reflect everyone who took part in a battle. A statue or work of art wouldn't be able to fully capture all the individuals who helped out. Perhaps a tower or obelisk with a dedication on it would help? I'm sure that all the tribes would be happy to contribute some story or helpful quote on it as living reminder of what happened," the Drifter suggested to the group.

Other members gave their own suggestions about what the obelisk should be made of and how these dedications should be engraved on it. There was still some discussion about where it should be built. The people of Artica still had difficulty traveling through freshwater and many of the bird people preferred the sky to the land. It was then the head of the Council made is opinion known.

"All of these ideas are fantastic. I believe that a special obelisk with a museum in its base would be perfect. We could construct a court yard of sorts with mementos from all the tribe and some beautiful flora and fauna would make it a living reminder. Why not construct it on the cliffs overlooking the ocean? It would be close to the sea and we could travel to it by land. By making it a few miles high and constructing some perches the birds and gliders would have places to rest while they visited. Is everyone in favor of this?" Tygra asked the group.

He had taken over the responsibility of leading the Council and being the Cats representative after Lion-O became to busy with his duties as King. Tygra was happy in his new position of power and enjoyed working with other tribes to create a better future. After a vote everyone agreed on his suggestion. Plans for the memorial would begin tomorrow. For now, Tygra needed to get back to his wife at the Cleric training ground. He wanted to see how she and one other person were doing before the anniversary dinner later that night.

Cheetara was busy training the next generation of Clerics. These clerics were not only responsible for the safety of all the tribal leaders, but preserving the culture and history of the Alliance. As Head Cleric, Cheetara had her hands full training the new recruits in combat. She was grateful that Mink had agreed to be her second in command. The female weasel was an excellent teacher to the recruits teaching them valuable history lessons and how to preserve cultural artifacts. She also came in handy for one other particular duty.

Cheetara had just finished her training session with a new recruit. A young Amazonian girl named Prisma. She was a strong fighter and had good memory for facts. The only thing she truly lacked was patience. Cheetara was teaching her how to wait for the right moment before advancing on the training course. "Watch the blades swing back and forth. Timing is everything. When you see the gap between the swings go for it."

"Right Mistress Cheetara. One, two, three okay I'm going, no not enough of a gap, now!" Prisma jumped through the gap and rolled under the swinging blades before doing a hand spring landing safely on the other side. "I did it! I really did it!"

"Yes, you do Prisma. Congratulations. Why don't you go get something to eat and take a break? I have something personal to attend to." Cheetara watched her student scamper off before turning to Mink who was approaching her with a squirming bundle. "How was he today? Not to fussy?"

Mink gently handed over a nine month old tiger cub, which had Cheetara's eyes, to his mother. "Javan was wonderful today. He's actually starting to eat solid foods and took his nap today without a fuss. I guess he's excited about tonight huh?"

"Of course he is! Javan loves parties don't you my son?" Tygra said as he entered the room. Cheetara smiled kissing both her men. Javan waved his tiny little fists eager to be held by his parents. The little family was incredibly happy and looking forward to tonight's banquet.

School was just getting out in New Thundera. Children of all ages and species were gathered in small groups talking about today's lessons. Many of these children were showing early signs of abilities long thought lost to their species. With the exchange of species, the long term goal was to recover as many lost talents as possible.

"_Today's lesson was amazing! Didn't you have fun learning all about space travel and the galaxy?"_ WilyKit asked her twin through their bond.

"_Totally sis! My favorite part was when Robobear Bella used the hologram projector to make it appear as if we were in outer space!"_ WilyKat responded.

The twins' powers had grown exponentially since they first discovered them. Not only could they telepathically send messages to another and share images, their individual skills had become much stronger. WilyKat's ESP was very high level and he could now sense things that could happen to other people. WilyKit could act as a medium between spirits and her empathy was a great tool when it came to helping people.

"Are you two doing that mind reading trick again? Mama told you two to stop doing that so often!" whined their younger sister WilyTabby. Her twin brother WilyTom nodded his head in agreement. The younger twins hadn't inherited their sibling's talents, but they did enjoy their new lives in the city.

"Come on Mama, wants us to take a bath before the banquet tonight!" WilyTabby said, already rushing off to their new home.

"Yeah and stepdaddy promised to tell us one of his stories if we were good!" WilyTom bounced up and down. The four kittens hurried home. Their lives had changed greatly in the past year.

With the money and food the older twin's brought back from El Dara in combination with their role as observers/listeners to the royal couple the family had managed to move to New Thundera. Their mother, WilyFelina had personally put in charge of managing the agricultural development for the Cat Tribe. A few months ago their mother had remarried and who she remarried to was a surprise.

"Mama! We had the best day at school! We learned all about the stars and planets!"

"Look I drew a picture for you! Do you like it?"

"I love your picture very much. It's so pretty. Now why don't you four hop into the tub and get clean? We have to be at the palace in hour and half for the banquet. We don't want to keep King Lion-O and Queen Ocelata waiting now do we?"

"Ah they won't care if were a few minutes late! Besides we could always send a telepathic message to Ocelata if were late."

"Maybe, but wouldn't it just be easier if you did what your mother asked?" Panthro asked, entering the cozy apartment. He gave his wife a kiss on the cheek and ruffled the kids' fur. Panthro was the new General of the Cat Army and was coordinating security/relief efforts with other tribes. It was a hard job, but he was happy to have found some balance in his life.

"You just want to make sure you get the best helping of meat don't you."

"Hey, no back talking or no story tonight. Hurry up and get dressed in your new clothes already. I swear I thought those two would mature a bit more, but if anything they seem more cunning then ever."

"They've always been like that and I think they're enjoying their chance to just be kids again. Come on handsome we have to get ready as well."

A short time later the old gang had gathered in the dinning hall for a formal meal to celebrate the one year anniversary since the defeat of evil. Sitting on some comfy pillows was Snarf with his mate and three little kits. Snarf had discovered her living in the rubble and after a brief courtship they had three adorable kits. Unfortunately they had a knack for getting into trouble.

As the feast was placed on the table the kittens jumped on the table heading straight for the main course. Panthro tried to grab them, but his arms just knocked over some of the wine. Snarf let out a screech as his kits took a tumble towards the ground only to be rescued by Cheetara. "I think your kits need a little more discipline Snarf?"

"Meow Snarf!"

The doors to the dinning hall opened and in walked the King and Queen. Their clothing was mostly the same save for the white cloaks they wore and the small crown on Lion-O's head. His Sword and Shield were clipped to his belt. Ocelata's Diadem was sparkling in the candle light. Both of them were looking at each other lovingly. Each of them held a six month old cub in their arms.

"I apologize for our tardiness. The little ones didn't want to get dressed up. Did you not like your new dress Panthera? I made it myself," Ocelata cooed the little baby. She looked like her mother with tufts of tawny hair with spots and stripes on her little arms and legs. A tiny ball of fluff made up her tail. Her eyes and nose though belonged to her father.

Lion-O gently placed his infant son in his high chair and adjusted his light blue tunic so it fit more comfortably. Claudius red mane had barely started to form and his skin was slightly darker then his dad. He shared his mother's facial features and never stopped smiling.

"It seems your son has inherited your positive outlook on life brother. Javan is more of a thinker. He's content to watch the world around him before doing anything," Tygra remarked.

"We'll have to set up a play date when your cubs are a little older. I think Javan would play a little too roughly with them," Cheetara added.

"Can we baby sit them sometime? They're so cute!" WilyKit purred.

"Yeah and we can teach them everything we know! Those cubs will soon be walking and talking," WilyKat meowed.

"Always looking out for others aren't you two?" WilyFelina remarked ruffling their fur.

"Maybe when the cubs are a little older you two can help out. Don't want you guys to lose them on your first day," Panthro joked, not noticing Snarf having a panic attack remembering his early days as Lion-O's babysitter.

"Enough talking about the children, let's enjoy this wonderful meal. A toast to all of us! In one year we have come so far. We have managed to keep the Alliance together and have started to reclaim much of what we lost. I intend to ensure the following years are just as beatitude as this year," Lion-O toasted.

"To the future, unknown as it, we welcome it with joy. I pray that we all remain friends until our dying days. That all our dreams and hopes come true," Ocelata proclaimed. The others agreed and soon everyone was eating the feast, joking about and having a good time.

Later that night, the young parents had just put their squirming, giggling bundles of fluff in their crib. The little prince and princess yawned a bit before cuddling each other and going to sleep. With a small gesture of love the parents retired to bed for a little cuddling of their own.

"It's been such an amazing year. Sometimes I wonder if I'll wake up as a spirit again to discover this is a dream. So much has happened to all of us. If you were to have told me when I was growing up, that one day I would marry the Lord of the Thundercats, become his multitalented queen and mother to two beautiful cubs, I would have said you were crazy."

"If someone told me that I would actually succeed my father and become a king not only to my people, but a champion for all of Third Earth, I have thought they were joking. I do know this for certain. This is our present and our children are the future. We have everything we could ever want. No matter what happens I'm glad I have you by my side," Lion-O whispered. The two gently kissed each other, pulling the covers over them so they could enjoy the night.

No one was certain what the future held or if the Alliance would remain strong for all time, but as the three moons circled the planet it didn't matter. The past that had divided them was no more. In the present all was well on Third Earth. For now everything was as it should be and the future held many possibilities.

_And so the trilogy comes to an end. I have brought the characters as far as I could and I hope that one day the inspiration for this story will continue. I have loved writing these stories and I hope that someday I will have fan art for it. Thank you for reading all three stories. Feel free to read my other fanfics and if your adventures buy a copy of my novel, "Battle for the Stars." I'm sure you like it. Until then; goodbye my faithful readers. _


End file.
